As filed with the U.S. Securities and Exchange Commission on June 3, 2025.

Registration No. 333-[•]

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

_________________________

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

_________________________

Beta FinTech Holdings Limited
贝塔金融科技控股有限公司
(Exact name of registrant as specified in its charter)

_________________________

Beta FinTech Holdings Limited
Rm3326, East Block, China Merchants Tower
168-200 Connaught Road Central, Sheung Wan, Hong Kong
+852 3590 9488
(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

800-221-0102

(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, please 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 Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

2,000,000 Ordinary Shares

Beta FinTech Holdings Limited
贝塔金融科技控股有限公司

This is an initial public offering of the ordinary shares, $0.001 par value per share (“Ordinary Shares”) of Beta FinTech Holdings Limited (the “Company,” “Beta Cayman,” “we,” “us,” or “our”). We are offering on a firm commitment basis our Ordinary Shares. Prior to this offering, there has been no public market for Ordinary Shares. We expect the initial public offering price will be in the range of $4 to $6 per Ordinary Share. We have reserved the symbol “BTFT” for purposes of listing our Ordinary Shares on the Nasdaq Capital Market and have applied to list our Ordinary Shares on the Nasdaq Capital Market. This offering is contingent upon us listing our Ordinary Shares on the Nasdaq Capital Market. There can be no assurance that we will be successful in listing our Ordinary Shares on the Nasdaq Capital Market.

Investors purchasing shares in this offering are purchasing shares of Beta Cayman, a Cayman Islands holding company, rather than the shares of Beta Cayman’s subsidiaries that mainly conduct substantive business operations in Hong Kong. Beta Cayman is not an operating company, but is rather a holding company incorporated in the Cayman Islands. Beta Cayman has no material operations of its own, and conducts substantive business operations through its subsidiaries. Our subsidiaries are controlled by Beta Cayman through equity ownership. For a description of our corporate structure, see “Our History and Structure” beginning on page 47. Investors in this offering may never directly hold any equity interests in Beta Cayman’s subsidiaries.

Investing in Beta Cayman’s Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 13 to read about factors you should consider before buying Beta Cayman’s Ordinary Shares.

The risks could result in a material change in the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Our Ordinary Shares offered in this prospectus are shares of our Cayman Islands holding company, which has no material operations of its own and conducts substantially all of its operations through the operating entities established in Hong Kong. Investors of our Ordinary Shares should be aware that they may never directly hold equity interests in our subsidiaries.

Neither Beta Cayman nor the Company’s subsidiaries (together with Beta Cayman, the “Group” or “our Group”) conduct any business in Mainland China, and our operations are only located in Hong Kong. However, the Group has customers and vendors from Mainland China, and in light of the PRC government’s recent expansion of authority in Hong Kong, we may be subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong, and it is possible that all the legal and operational risks associated with being based in and having operations in Mainland China may also apply to operations in Hong Kong in the future. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like Beta Cayman. Such governmental actions, if and when they occur:

•        could result in a material change in our operations and/or the value of our Ordinary Shares;

•        could significantly limit or completely hinder our ability to continue our Group’s operations;

•        could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors; and

•        may cause the value of our Ordinary Shares to significantly decline or be worthless.

As advised by our PRC counsel, AllBright Law Offices (Fuzhou), as of the date of this prospectus, the Company is not required to obtain any permissions or approvals from PRC authorities, including the CSRC or the CAC, before listing in the U.S. and to issue our Ordinary Shares to foreign investors, none of the PRC laws and regulations apply to the Group’s business, regardless of whether directly or indirectly via counterparties or other third parties, none of the Group’s previous, current and planned operations with PRC companies subject it to PRC laws and regulations, and the Group is not regulated by any regulator in Mainland China, because (i) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China; (ii) we and our subsidiaries do not have any operations in Mainland China (although the Group has customers and vendors from Mainland China); (iii) we do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in Mainland China; (iv) we are headquartered in Hong Kong with our officers and all members of the board of directors based in Hong Kong and all of our revenues and profits are generated by our subsidiaries in Hong Kong and BVI and we have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in ours audited consolidated financial statements for the same period; (v) although Beta International Securities Limited (“Beta HK”) may collect and store certain data (including certain personal information) from its clients, some of whom may be individuals in Mainland China, in connection with our business and operations for “Know Your Customers” purposes (to combat money laundering), we and Beta HK will not be deemed to be an “Operator” or a “data processor” that are required to file for cybersecurity review by the CAC before listing in the United States, and the regulations in China regarding illegal collection and use of personal information through mobile applications do not apply to the Group, given that: (a) as of date of this prospectus, Beta HK has in aggregate collected and stored the personal information of less than ten thousand individuals in Mainland China and we have acquired the clients’ separate consents for collecting and storing of their personal information and data; (b) we do not place any reliance on collection and processing of any personal information to maintain our business operation; (c) data processed in our business should not have a bearing on national security nor affect or may affect national security; (d) all of the data Beta HK has collected is stored in servers located in Hong Kong; and (e) as of the date of this prospectus, Beta HK has not been informed by any PRC governmental authority of being classified as an “Operator” or a “data processor” that is subject to CAC cybersecurity review or a CSRC review; and (vi) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).

We also understand that Beta Cayman and its subsidiaries are not required to obtain any permissions or approvals from any PRC authorities to operate their businesses as of the date of this prospectus. No permissions or approvals have been applied for by the Group or denied by any relevant authority. However, uncertainties still exist, due to the possibility that laws, regulations, or policies in Mainland China could change rapidly in the future. In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and our Group is required to obtain such permissions or approvals; or (ii) our Group inadvertently concluded that relevant permissions or approvals were not required or that our Group did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our Group’s operations in Hong Kong and our Group’s ability to offer or continue to offer our Ordinary Shares to investors and could cause the value of such securities to significantly decline or become worthless.

Furthermore, as more stringent criteria, including the Holding Foreign Companies Accountable Act (the “HFCAA”) have recently been imposed by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”), our Ordinary Shares may be prohibited from trading if our auditor cannot be fully inspected. On December 23, 2022, the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”) was enacted, which amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

On December 16, 2021, the PCAOB issued a report on its determination that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in the PRC, because of positions taken by PRC authorities in those jurisdictions (the “Determination”). The PCAOB made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCAA.

On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) to allow the PCAOB to inspect and investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong, consistent with the HFCAA and the PCAOB will

be required to reassess its determinations by the end of 2022. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange.

On December 29, 2022, legislation titled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and has resumed regular inspections since March 2023. The PCAOB is continuing pursuing ongoing investigations and may initiate new investigations as needed. See “Risk Factors — Risks Relating to Doing Business in Hong Kong — Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future, investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the HFCAA if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on December 23, 2022 the AHFCAA was enacted which amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus, reducing the time before the securities may be prohibited from trading or delisted.” We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to our Group. Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected.

Our auditor, WWC, P.C., the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess WWC, P.C.’s compliance with applicable professional standards. WWC, P.C. is headquartered in San Mateo, California with no branches or offices outside the United States and has been inspected by the PCAOB on a regular basis, with the last inspection in November 2021.

As a holding company, Beta Cayman may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. Beta Cayman has the power and capacity under the laws of the Cayman Islands and its memorandum and articles of association (as amended from time to time) to provide funding to its subsidiaries incorporated in Hong Kong through loans or capital contributions. Beta Cayman’s subsidiaries are permitted under the laws of their jurisdictions to provide funding to Beta Cayman through dividend distributions. If any of Beta Cayman’s subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to Beta Cayman. As of the date of this prospectus, the Company’s subsidiaries have not experienced any difficulties or limitations on their ability to transfer cash between each other; nor do they maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. There can be no assurance that the PRC government will not intervene or impose restrictions to prevent the cash maintained in Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. During the years ended June 30, 2023 and 2024, Beta Cayman did not declare or pay any dividends or distributions and there were no transfer of assets among Beta Cayman and its subsidiaries. We do not have any current intentions to distribute further earnings. If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from the Company’s subsidiaries by way of dividend payments. See “Dividend Policy” for further details.

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 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 the 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 13 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.

Our financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate our expected results for any future periods.

Conventions that Apply to this Prospectus

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

•        “Ascent BVI” means Ascent Capital Management Investment Limited, a company incorporated in the British Virgin Islands, and a direct wholly-owned subsidiary of our Company.

•        “Beta HK” means Beta International Securities Limited (貝塔國際證券有限公司), a company incorporated in Hong Kong on October 19, 1990, and an indirect wholly-owned subsidiary of our Company;

•        “Beta BVI” means Beta Capital International Holdings Limited (贝塔资本国际控股有限公司), a company incorporated in the British Virgin Islands, and a direct wholly-owned subsidiary of our Company;

•        “Beta Hengrui” means Beta Hengrui Capital Limited (贝塔衡睿资本有限公司), a company incorporated in the British Virgin Islands, and an indirect wholly-owned subsidiary of our Company;

•        “Beta US” means Beta International (USA) Corp., a company incorporated in Delaware, and an indirect wholly-owned subsidiary of our Company;

•        “Company,” “Beta Cayman,” “our Company,” “we,” “us,” or “our” means Beta FinTech Holdings Limited (贝塔金融科技控股有限公司), incorporated in Cayman Islands with limited liability on August 20, 2024 as an investment holding company;

•        “Group,” “our Group,” means our Company and its subsidiaries or any of them, or where the context so requires, in respect of the period before our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or as the case may be their predecessors;

•        “HK$,” “Hong Kong dollars” or “HKD” means the legal currency of Hong Kong;

•        “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China for the purposes of this prospectus only;

•        “Ordinary Shares” means the ordinary shares of the Company, par value $0.001 per share;

•        “PRC” or “China” means the People’s Republic of China including Hong Kong and Macau and, excluding, for the purpose of this prospectus, Taiwan;

•        “PRC authorities,” “PRC government” or “PRC regulatory agencies” means the authorities, government or regulatory agencies of Mainland China for the purpose of this prospectus only;

•        “PRC laws” or “PRC laws and regulations” means the laws and regulations of Mainland China for the purpose of this prospectus only;

•        “PRC legal and regulating system” means the legal and regulating system of Mainland China for the purpose of this prospectus only;

•        “PRC policies” are to the policies of Mainland China for the purpose of this prospectus only;

•        “PRC securities laws” means the securities laws of Mainland China for the purpose of this prospectus only;

•        “SEC” or “Securities and Exchange Commission” means the United States Securities and Exchange Commission;

•        “SFC” means the Securities and Future Commission of Hong Kong;

•        “Securities Act” means the U.S. Securities Act of 1933, as amended, supplemented or modified from time to time;

•        “US$,” “$,” “U.S. dollars” or “USD” means United States dollar(s), the lawful currency of the U.S.; and

•        “U.S.” or “United States” means the United States of America.

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 and in the documents referenced above 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 Related to Our Business

The software and technology solutions used for our online application, Beta INT Securities, is provided by and maintained by a third party, and the smooth operation of our business is dependent on the uninterrupted operation of such software and technology solutions. Any disruption of the operations of the software and technology solutions, whether arising out of errors or negligence of such third party or otherwise, may adversely and materially affect our business.

A key component of our online trading application, Beta INT Securities, is dependent on software and technology solutions provided by third parties, and in the event that such software and technology solutions are disrupted, our business could be adversely and materially affected. For instance, if our third-party provider experiences technical difficulties or fails to maintain the system properly, our customers might face difficulties accessing our services, which could result in delays, loss of customer trust, and potential financial losses. Additionally, any security vulnerabilities or breaches could compromise sensitive customer data, leading to legal liabilities and further damaging our reputation.

Uncertainty with respect to the PRC legal system could affect our potential PRC clients and as a result, our business could be adversely affected.

As almost all of our clients in the placing business and municipal bonds underwriting business are conducted, and a majority of their assets are located, in the PRC, these clients’ operations are governed principally by PRC laws and regulations. The PRC legal system is based on written statutes while prior court decisions can only be cited as reference. Since 1979, the PRC Government has promulgated laws and regulations in relation to economic matters such as foreign investment, corporate organization and governance, commerce, taxation, foreign exchange and trade, with a view to developing a comprehensive system of commercial law. However, China has not developed a fully integrated legal system and recently enacted laws and regulations that may not sufficiently cover all aspects of economic activities in the PRC.

In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their non-binding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based, in part, on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, our potential PRC clients may not be aware of the its violation of these policies and rules until sometime after the violation. In addition, any litigation in the PRC may be protracted and result in substantial costs and diversion of resources and management’s attention and it may be difficult to obtain a swift and equitable enforcement of laws in the PRC, or the enforcement of judgements by a court of another jurisdiction. These uncertainties relating to the interpretation and implementation of PRC laws and regulations may adversely affect the legal protections and remedies that are available to our potential PRC clients in their operations. As a result, our potential PRC clients may be adversely affected and lack the motive and/or resources to issue bonds overseas.

Our IPO placing services in Hong Kong are highly sensitive to economic circumstances, and a weak economy may adversely and materially impact this part of our business.

Investor confidence may diminish during periods of economic weakness, resulting in decreased demand for new equity offerings and lower subscription rates for IPOs. Furthermore, economic instability often leads to increased market volatility, which can further dissuade potential investors from participating in IPOs. This heightened uncertainty can also negatively impact the valuation of companies seeking to go public, potentially resulting in lower proceeds from IPOs and adversely affecting our profitability.

We may not be able to grow at the historical rate of growth, and if we fail to manage our growth effectively, our business may be materially and adversely affected.

Beta HK, our major operating subsidiary, commenced its business October 19, 1990 and has experienced a period of rapid growth in recent years. Our net revenue grew 1,775% from the fiscal year ended June 30, 2023 to the fiscal year ended June 30, 2024. We anticipate significant continuing growth in the foreseeable future. However, we cannot assure you that we will grow at the historical rate of growth. Our rapid growth has placed, and will continue to place, a significant strain on our management, personnel, systems and resources. To accommodate our growth, we will need to implement a variety of new and upgraded operational and financial systems, procedures and controls, including the improvement of our accounting and other internal management systems. We also will need to recruit, train, manage and motivate client relationship managers and other employees and manage our relationships with an increasing number of clients. Moreover, as we introduce new financial services or enter into new markets, we may face unfamiliar market and operational risks and challenges which we may fail to successfully address. We may be unable to manage our growth effectively, which could have a material adverse effect on our business.

Our operating history may not provide an adequate basis to judge our future prospects and results of operations.

Beta HK, our major operating subsidiary, commenced its business October 19, 1990, and it started the securities businesses since 2004. However, we cannot assure you that our efforts to further develop these businesses will be successful. If our stock brokerage business or any other financial service businesses fail to grow, our future growth will be materially and adversely affected. Although we recorded net income for the fiscal year ended June 30, 2024, we cannot assure you that our results of operations will not be adversely affected for the fiscal year ending June 30, 2025 or any future period. Past results of operations achieved by us should not be taken as indicative of the rate of growth, if any, that can be expected in the future. As a result, you should consider our future prospects in light of the risks and uncertainties experienced by companies in a rapidly evolving and increasingly competitive market in Hong Kong.

The operating entities’ business may rely on a few customers that each account for more than 10% of our total sales. Interruptions in operations in such major clients may have an adverse effect on our business, financial condition, and results of operations.

The operating entities rely on a few customers that each account for more than 10% of our total sales. For the year ended June 30, 2024, three customers accounted for approximately 35%, 24% and 22% of the Company’s total revenue, respectively. For the year ended June 30, 2023, seven customers accounted for approximately 11%, 10%, 10%, 10%, 10%, 10% and 10% of the Company’s total revenue, respectively. For the six months ended December 31, 2024, three customers accounted for approximately 27%, 23% and 13% of the Company’s total revenue, respectively. For the six months ended December 31, 2023, no customer accounted for more than 10% of the Company’s total revenue.

As of June 30, 2024, two customers accounted for approximately 72% and 18% of the Company’s loans to customers balance, respectively. As of June 30, 2023, there were no loans to customers. As of December 31, 2024, three customers accounted for approximately 35%, 18% and 15% of the Company’s loans to customers balance, respectively.

As of June 30, 2024, four customers accounted for approximately 15%, 14%, 14% and 13% of the Company’s payables to customers balance, respectively. As of June 30, 2023, four customers accounted for approximately 18%, 18%, 18% and 18% of the Company’s payables to customers balance, respectively. As of December 31, 2024, two customers accounted for approximately 16% and 12% of the Company’s payables to customers balance, respectively.

Additionally, in 2024, Beta HK recognized all of its revenue under the HK dollar-denominated bonds that it participated underwriting in, from only one borrower, and the three bonds that Beta HK completed underwriting for this borrower were all listed on the MOX.

In view of the above, there is no guarantee that the operating entities will not have a concentration of customers or suppliers in the future. Such customers and third-party suppliers are independent entities with their own operational and financial risks that are beyond the operating entities’ control. If any of these customers or suppliers breach or terminate their contracts with the operating entities, or experience significant disruptions to their operations, the operating entities will be required to find and enter into contracts with one or more customers or suppliers as replacement. It could be costly and time-consuming to find alternative customers and suppliers, and these customers or suppliers may not be available at reasonable terms or at all. As a result, this could harm the operating entities’ business and financial results and result in lost or deferred revenue.

We may fail to obtain and maintain licenses and permits necessary to conduct our operations in Hong Kong, and our business may be materially and adversely affected as a result of any changes in the laws and regulations governing the financial services industry in Hong Kong.

The laws and regulations governing the financial services industry in Hong Kong are mainly the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), or the SFO, and its subsidiary legislation. Depending on the type of products and services being offered, financial service providers may be subject to the supervision and scrutiny by different authorities, and may be required to obtain and hold different licenses or permits. See “Regulation” for further details.

We currently hold the following licenses, through Beta HK, from the Securities and Futures Commission of Hong Kong, or the SFC: SFO Type 1 and 4 License, for conducting regulated activities related to dealing and advising on securities. We cannot assure you that we will be able to maintain our existing licenses, qualifications or permits, renew any of them when their current term expires or obtain additional licenses necessary for our future business expansion. Failure to comply with the applicable laws, rules and regulations may result in fines, injunctive orders, deregistration and other penalties, as well as adverse reputational risk, including negative publicity or perception. In extreme cases, we may be hampered or prevented from conducting business in a normal manner and some or all of our licenses may be suspended or revoked. Withdrawal, amendment, revocation or cancellation of any regulatory approval in respect of any part of our activities could cause us to cease conducting a particular regulated activity or change the way in which it is conducted. Furthermore, we have to ensure continuous compliance with all applicable laws, regulations and guidelines, and satisfy the SFC that Beta HK remains fit and proper to be licensed. If there is any change or tightening of the relevant laws, regulations and guidelines, it may materially and adversely affect our business operation. We cannot assure you that we will be able to maintain our qualification to sell private investment fund products or other regulated fund products. Accordingly, our business operations and financial results might be materially and adversely affected.

We may also be subject to regulatory inspections and investigations from time to time. With respect to SFC investigations, we may be subject to secrecy obligations under the SFO whereby we are not permitted to disclose certain information relating to the SFC investigations. Also, unless we are specifically named as the party that is being investigated under the SFC investigation, we generally do not know whether we, any member of our Group, or any of their respective directors or staff or any responsible officer or licensed representative of Beta HK is the subject of the SFC investigations. If the results of the inspections or investigations reveal serious misconduct, the SFC may take disciplinary actions which would lead to revocation or suspension of licenses, public or private reprimand or imposition of pecuniary penalties against us, our responsible officers or licensed representative and/or any of our staff. Any of such disciplinary actions could have an adverse impact on our business operations and financial results.

With respect to our stock brokerage services operation, while we believe that we are not required to obtain additional licenses, we cannot assure you that the SFC or any other regulators do not have additional requirements. In such cases, we may need to cease the provision of such services or obtain the relevant licenses and qualifications.

In addition, if future Hong Kong regulations require that we obtain additional licenses or permits in order to continue to conduct our business operations, there is no guarantee that we would be able to obtain such licenses or permits in a timely fashion, or at all. It is also possible that changes or adverse outcomes of regulatory reviews would restrict the range of services that we are able to offer or the fees that we are able to charge. This could increase our costs of maintaining regulatory compliance. If any of these situations occur, our business, financial condition and prospects would be materially and adversely affected.

Our reputation and brand recognition is crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations.

Our reputation and brand recognition, which depends on earning and maintaining the trust and confidence of high net worth and ultra-high net worth individuals or enterprises that are current or potential clients, is critical to our business. Our reputation and brand is vulnerable to many threats that can be difficult or impossible to control, and costly or impossible to remediate. Regulatory inquiries or investigations, lawsuits initiated by clients or other third parties, employee misconduct, perceptions of conflicts of interest and rumors, among other things, could substantially damage our reputation, even if they are baseless or satisfactorily addressed. Moreover, any negative media publicity about the financial service industry in general or product or service quality problems of other firms in the industry, including our competitors, may also negatively impact our reputation and brand. If we are unable to maintain a good reputation or further enhance our brand recognition, our ability to attract and retain clients and key employees could be harmed and, as a result, our business and revenues would be materially and adversely affected.

Our business is subject to risks related to lawsuits and other claims brought by our clients.

We are subject to lawsuits and other claims in the ordinary course of our business. In particular, we may face arbitration claims and lawsuits brought by our clients. This risk may be heightened during periods when clients are experiencing losses. Actions brought against us may result in settlements, awards, injunctions, fines, penalties or other results adverse to us including harm to our reputation. Even if we are successful in defending against these actions, the defense of such matters may result in our incurring significant expenses. Predicting the outcome of such matters is inherently difficult, particularly where claimants seek substantial or unspecified damages, or when arbitration or legal proceedings are at an early stage. A substantial judgment, award, settlement, fine, or penalty could be materially adverse to our operating results or cash flows for a particular future period, depending on our results for that period.

Failure to manage our liquidity and cash flows may materially and adversely affect our financial conditions and operating results. As a result, we may need additional capital, and financing may not be available on terms acceptable to us, or at all.

We generated cash flows from operating activities in the amount of $600,959 in the fiscal year ended June 30, 2024, an increase of $2,042,468 compared to cash flows used in operating activities in the amount of $1,441,509 in the fiscal year ended June 30, 2023. In addition, we generated a net income of approximately $1,044,892 during the fiscal year ended June 30, 2024. We cannot assure you that our business model will allow us to generate positive cash, given our substantial expenses in relation to our revenue at this stage of our Group’s development. Inability to collect our commissions from service providers in a timely and sufficient manner, or the inability to offset our expenses with adequate revenue, may adversely affect our liquidity, financial condition and operating results. Although we believe that our cash on hand and anticipated cash flows from operating activities will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for the next 12 months, we cannot assure that this will be the case. We may need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions, or to grow our business substantially. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure that financing will be available in amounts or on terms acceptable to us, if at all.

We may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, copyrights, know-how or other intellectual property rights held by third parties. We may be from time to time in the future subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, copyrights, know-how or other intellectual property rights that are infringed by our products, services or other aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such rights against us in Hong Kong or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert some resources from our business and operations to defend against these claims, regardless of their merits.

Additionally, the application and interpretation of Hong Kong’s intellectual property right laws and the procedures and standards for granting trademarks, copyrights, know-how or other intellectual property rights in Hong Kong are still evolving and are uncertain, and we cannot ensure that Hong Kong courts or regulatory authorities would agree with our analysis. If we were found to be in violation of the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and operating results may be materially and adversely affected.

Our performance and growth depends on our ability to develop an increasing client base and our ability to provide evolving and high-quality services.

Beta HK has spent significant financial resources on agent systems and marketing activities to attract new clients in a cost effective manner, providing satisfactory services on its platform in a timely manner and at favorable price terms. However, the trading needs are evolving as their investment demands change. If we fail to acquire new clients and retain existing clients by offering services that cater to their evolving investment and trading needs, Beta HK may not be able to maintain and continue to grow the trading volume on its platform, thus affecting our income and operating results.

If we fail to retain existing clients, in particular those that have highly frequent transactions, we may see reduced income and operating results.

Our clients may not continue to place or increase their trading orders on Beta HK’s platform if it cannot match the prices offered by other market players or if it fails to deliver satisfactory services. Failure to deliver services in a timely manner at competitive prices with satisfactory experience will cause our clients to lose confidence in us and use Beta HK’s platform less frequently or even stop using Beta HK’s platform altogether, which in turn will materially and adversely affect our performance.

Our income and operating results may be affected by our clients’ trading volume, which fluctuates and is affected by factors beyond our control.

Weaknesses in the markets in which we operate, including economic slowdowns, have historically resulted in reduced trading volumes for us. Declines in market values of securities can result in lower revenues and profitability from transaction execution activities, which can further result in our reduced revenues and profitability.

We are subject to general economic and political conditions in Hong Kong, the PRC and the United States.

Economic and political conditions such as macroeconomic and monetary policies, legislation and regulations affecting the financial and securities industries, upward and downward trends in the business and financial sectors, inflation, currency fluctuations, availability of short-term and long-term funding sources, cost of funding and the level and volatility of interest rates could positively or negatively impact our revenues and profitability. For example, a trade dispute between China and the United States could negatively impact the performance of the market, which further results in a significant fluctuation of our income and operating results. In particular, our results of operations are closely affected by the macro-economic conditions in Hong Kong. Any deterioration of the economy in Hong Kong, decrease in disposable income of consumers, fear of a recession and decrease in consumer confidence may lead to a reduction in the number of customers that sign up with us, which could materially adversely affect our financial condition and results of operations.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

We believe our success depends on the efforts and talent of Xianxin Xiang, our CEO and director, and Shaojie Sun, our director. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical, risk management and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment.

In addition, we plan to invest significant time and expenses in training our employees, which we expect will increase their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of our services and our ability to serve our high net worth clients, resulting in a material adverse effect to our business.

Increases in labor costs in the Hong Kong may adversely affect our business and results of operations.

The economy in Hong Kong has experienced increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong are expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to maintain various statutory employee benefits, including mandatory provident fund scheme and

work-related injury insurance, to provide statutorily required paid sick leave, annual leave and maternity leave, and pay severance payments or long service payments. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment. See “Hong Kong Regulations — Regulations related to employment and labor protection — Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong)” for details. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees of our services, our financial condition and operating results may be adversely affected.

Our existing insurance may not sufficiently cover the risks related to our business operation.

We maintain business insurance, more precisely for corporations licensed by the SFC and the insurance covers fidelity and crime risks, such as loss of client assets due to theft by employees or other fraudulent acts. However, it does not cover errors and omissions claims or pure unauthorized trading where there is no intent for direct fraud. We also plan to purchase directors and officers liability insurance prior to this offering. While our management believes that we have sufficient insurance coverage for our business operations in line with industry standards and business practices in Hong Kong, and although we may be able to increase our insurance coverage when required, we cannot guarantee that our existing insurance policies will sufficiently cover all potential liabilities or risks associated with our business operations. In the event that our insurance does not or is insufficient to compensate, or should we be unable to effect any insurance, for the losses or damages arising from the potential liabilities, our financial condition and results of operations could be adversely affected.

As a public company, we expect the laws, rules and regulations governing U.S. public companies will 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.

In the event that our existing insurance coverage is insufficient to indemnify us against all or any losses, our business, financial condition, results of operations and prospects may be materially and adversely affected.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.

From early 2020 to mid 2023, the outbreak of the COVID-19 pandemic led governments across the globe to impose a series of measures intended to contain its spread, including border closures, travel bans, quarantine measures, social distancing, and restrictions on business operations and large gatherings, and caused significant disruption to worldwide economic activities, including economic activities in Hong Kong. The COVID-19 pandemic outbreak in Hong Kong in early 2022 resulted in temporary pandemic-related lockdowns causing companies in Hong Kong such as Beta HK, as well as Beta HK’s business partners and customers, to implement temporary adjustments to work schedules and travel plans and to implement alternative work arrangements for some employees to work from home and collaborate remotely Beta HK’s employees, who contracted or were suspected of having contracted COVID-19, were required to be quarantined, resulting in disruption to the business of Beta HK. Subsequently, in light of the reduced severity of the COVID-19 pandemic in Hong Kong, Beta HK’s alternative work arrangement was largely abolished. The World Health Organization declared COVID-19 is no longer a global health emergency on May 5, 2023.

As of the date of the prospectus, the Hong Kong government has abolished its entry restrictions and significantly lessened the COVID-19 control measures.

We have witnessed huge market fluctuations in the global capital and financial markets since 2020. Due to the instability of global financial markets and other economic and financial challenges brought about by COVID-19, the deterioration of the economic condition of global capital and financial markets due to the continuous COVID-19 control measures, the significant market volatility and declines in general economic activities in Hong Kong and globally, have severely dampened the confidence of customers in the global and Hong Kong’s financial markets and their willingness to conduct fundraising activities in the HKSE, or trade in the secondary market. Given the general slowdown in economic conditions globally and volatility in the capital markets in the post-COVID-19 period, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. Any future impact on our results of operations will depend on, to a large extent, future developments and actions taken by government authorities and other entities to promote economic recovery or prevent future outbreaks of infectious diseases, almost all of which are beyond our control. We will continue to monitor the situation throughout 2025 and beyond closely.

In addition to the impact of COVID-19, we are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide products and services on our platform.

Risks Relating to Doing Business in Hong Kong

Our operations are mainly in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares. Changes in the policies, regulations, rules, and the enforcement of laws of the PRC government may also be quick with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

Beta Cayman is a holding company, and we conduct our operations mainly in Hong Kong through Beta HK. As at the date of this prospectus, we are not materially affected by recent statements by the PRC government indicating an intention to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers. However, due to certain long arm provisions in the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in Mainland China as they may affect Hong Kong. The PRC government may choose to exercise additional oversight and discretion over Hong Kong, and the policies, regulations, rules, and the enforcement of laws of the PRC government to which we are subject to may change rapidly and with little advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system are uncertain. In addition, these PRC laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, which may result in inconsistency with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

•        delay or impede our development;

•        result in negative publicity or increase our operating costs;

•        require significant management time and attention; and

•        subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the PRC legislative or administrative regulation making bodies will respond or what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or what the potential impact that any such modified or new laws and regulations would have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange.

The PRC government may intervene or influence our operations at any time and may exert more control over offerings conducted overseas and foreign investment in Mainland China-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact our ability to conduct our business could require us to change certain aspects of our business to achieve compliance, decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected, and the value of our Ordinary Shares could decrease or become worthless.

If the PRC government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

(i)     Risks in relation to cybersecurity review under the Revised Review Measures

Recent statements by the PRC government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over Mainland China-based companies which listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. Furthermore, on July 10, 2021, the CAC issued a revised draft of the Measures for Cybersecurity Review for public comments, which required that, among others, in addition to “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the “Revised Review Measures”, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&As published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. Pursuant to the Regulations on Network Data Security Management promulgated by the CAC on August 30, 2024 and expected to be effective on January 1, 2025, where network data handlers carry out network data processing activities that affect or may affect national security, they shall undergo a national security review in accordance with relevant national regulations. Where it is necessary to provide important data generated or collected by a network data handler during its operation within the territory of the PRC to overseas parties, such provision shall pass the security assessment for data cross-border transmission organized by the state cyberspace administration. A network data handler should identify and declare important data according to relevant state laws, but if such data that has not been identified or publicly announced by the relevant regions or departments as “important data,” no security assessment is required for the cross-border transmission of such data.

It remains unclear whether a Hong Kong company shall be subject to the Revised Review Measures. We do not currently expect the Revised Review Measures to have an impact on our business, operations or this offering. As advised by our PRC counsel, AllBright Law Offices (Fuzhou), although Beta HK may collect and store certain data (including certain personal information) from its clients, some of whom may be individuals in Mainland China, in connection with our business and operations for “Know Your Customers” purposes (to combat money laundering), we and Beta HK will not be deemed to be an “Operator” or a “data processor” that are required to file for cybersecurity review by the CAC before listing in the United States, and the regulations in China regarding illegal collection and use of personal information through mobile applications do not apply to the Group, given that: (a) as of date of this prospectus, Beta HK has in aggregate collected and stored the personal information of less than one thousand individuals in Mainland China and we have acquired the clients’ separate consents for collecting and storing of their personal information and data; (b) we do not place any reliance on collection and processing of any personal information to maintain our business operation; (c) data processed in our business should not have a bearing on national security nor affect or may affect national security; (d) all of the data Beta HK has collected is stored in servers located in Hong Kong; and (e) as of the date of this prospectus, Beta HK has not been informed by any PRC governmental authority of being classified as an “Operator” or a “data processor” that is subject to CAC cybersecurity review or a CSRC review. In addition, pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in

Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). If any of our subsidiaries is subject to the Revised Review Measures and is deemed an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, our operation and the listing of our Ordinary Shares in the U.S. could be subjected to CAC’s cybersecurity review in the future.

(ii)    Risks in relation to filling procedures and requirements under the Trial Administrative Measures

On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, which came into effect on March 31, 2023. On the same date of the issuance of the Trial Measures, the CSRC circulated No. 1 to No. 5 Supporting Guidance Rules, the Notes on the Trial Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice. The Trial Measures, together with the Guidance Rules and Notice, reiterate the basic supervision principles as reflected in the Draft Overseas Listing Regulations by providing substantially the same requirements for filings of overseas offering and listing by domestic companies, yet made the following updates compared to the Draft Overseas Listing Regulations: (a) further clarification of the circumstances prohibiting overseas issuance and listing; (b) further clarification of the standard of indirect overseas listing under the principle of substance over form, and (c) adding more details of filing procedures and requirements by setting different filing requirements for different types of overseas offering and listing. Pursuant to the Trial Measures, the Guidance Rules and Notice, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC within three working days following its submission of initial public offerings or listing application. The companies that have already been listed on overseas stock exchanges or have obtained the approval from overseas supervision administrations or stock exchanges for its offering and listing and will complete their overseas offering and listing prior to September 30, 2023 are not required to make immediate filings for its listing yet need to make filings for subsequent offerings in accordance with the Trial Measures. The companies that have already submitted applications for an initial public offering to overseas supervision administrations prior to the effective date of the Trial Measures but have not yet obtained the approval from overseas supervision administrations or stock exchanges for the offering and listing may arrange for the filing within a reasonable time period and should complete the filing procedure before such companies’ overseas issuance and listing.

As advised by our PRC counsel, AllBright Law Offices (Fuzhou), since the Company and its subsidiaries currently have no operations in the Mainland China, as of the date of this prospectus, the Company is not required to obtain any permissions or approvals from PRC authorities before listing in the U.S. and to issue our Ordinary Shares to foreign investors, including CSRC because (i) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China, nor is it controlled by any Mainland Chinese company or individual directly or indirectly; (ii) we and our subsidiaries do not have any operations in Mainland China; (iii) we do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in Mainland China; and (iv) we are headquartered in Hong Kong with our officers and all members of the board of directors based in Hong Kong and all of our revenues and profits are generated by our subsidiaries in Hong Kong and BVI and we have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in ours audited consolidated financial statements for the same period; (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).

While we have no current operations in Mainland China, should we have any future operations in Mainland China and should we (i) fail to receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the Cyberspace Administration of China (the “CAC”) or other PRC regulatory agencies. These regulatory agencies may also impose fines and penalties on our operations in Mainland China, as well as limit our ability to pay dividends outside of Mainland China, limit our operations in Mainland China, delay or restrict the repatriation of the proceeds from this offering into Mainland China or take other actions that could have a material adverse effect on our business as well as the trading price of our Ordinary Shares. We may be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery

of our Ordinary Shares. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any action taken by the PRC government could significantly limit or completely hinder our operations in the PRC and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

We also understand that neither Beta Cayman nor any of our subsidiaries are required to obtain any permissions or approvals from any PRC authorities to operate their businesses as of the date of this prospectus. No permissions or approvals have been applied for by the Company or denied by any relevant authorities. However, uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future.

In the event that (i) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC that we are required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or become worthless.

Compliance with Hong Kong’s Personal Data (Privacy) Ordinance and any such other existing or future data privacy related laws, regulations and governmental orders may entail significant expenses and could materially affect our business.

Although we are not subject to cybersecurity review by the CAC nor any other PRC authorities for this offering or required to obtain regulatory approval regarding the data privacy and personal information requirements from the CAC nor any other PRC authorities for our and our subsidiaries’ operations Hong Kong, because our major operations take place in Hong Kong, we are subject to a variety of laws and other obligations regarding data privacy and protection in Hong Kong.

In particular, the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) (the “PDPO” or the “Personal Data (Privacy) Ordinance”) imposes a duty on any data user who, either alone or jointly with other persons, controls the collection, holding, processing or use of any personal data which relates directly or indirectly to a living individual and can be used to identify that individual. Under the PDPO, data users shall take all practicable steps to protect the personal data they hold from any unauthorized or accidental access, processing, erasure, loss, or use. Once collected, such personal data should not be kept longer than necessary for the fulfilment of the purpose for which it is or is to be used and shall be erased if it is no longer required, unless erasure is prohibited by law or is not in the public interest. The PDPO also confers on the Privacy Commissioner for Personal Data (“Privacy Commissioner”) power to conduct investigations and institute prosecutions. The data protection principles (collectively, the “DPP” or the “Data Protection Principles”), which are contained in Schedule 1 to the PDPO, outline how data users should collect, handle, and use personal data, complemented by other provisions imposing further compliance requirements. The collective objective of DPPs is to ensure that personal data is collected on a fully informed basis and in a fair manner, with due consideration towards minimizing the amount of personal data collected. Once collected, the personal data should be processed in a secure manner and should only be kept for as long as necessary for the fulfilment of the purposes of using the data. Use of the data should be limited to or related to the original collection purpose. Data subjects are given certain rights, inter alia: (a) the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; (b) if the data user holds such data, to be supplied with a copy of such data; and (c) the right to request correction of any data they consider to be inaccurate. The Privacy Commissioner may carry out criminal investigations and institute prosecution for certain offenses. Depending on the severity of the cases, the Privacy Commissioner will decide whether to prosecute or refer cases involving suspected commission to the Department of Justice of Hong Kong. Victims may also seek compensation by civil action from data users for damage caused by a contravention of the PDPO. The Commissioner may provide legal assistance to the aggrieved data subjects if the Commissioner deems fit to do so.

We believe that we have been in compliance with the data privacy and personal information requirements of the PDPO. Moreover, we do not expect to be subject to any cybersecurity review by Hong Kong and PRC government authorities for this Offering. However, if we or Beta HK conducting business operations in Hong Kong have violated certain provisions of the PDPO, we could face significant civil penalties and/or criminal prosecution, which could adversely affect our business, financial condition, and results of operations.

Beta HK’s activities may be deemed as provision of securities brokerage services in Mainland China, and thus may subject Beta HK to rectifications.

According to the Regulation on the Supervision and Administration of Securities Companies promulgated by the PRC State Council on July 29, 2014, an overseas securities operating institution shall obtain approval from the securities regulatory authority for operating a securities business or setting up a representative office within Mainland China. The Measures for the Administration of Securities Brokerage Business effected on March 4, 2023, further illustrate that overseas securities operating institutions that carry out activities such as marketing and account opening of overseas securities trading services in Mainland China directly or through their affiliates and cooperative institutions without any approval, may be subject to regulatory warnings, correction orders, condemnation and fines.

As of the date of this prospectus, except as described below, neither Beta Cayman nor its subsidiaries own or control, directly or indirectly, any domestic assets, interests or domestic operating entities in Mainland China and Beta Cayman subsidiaries’ operations are mainly in Hong Kong. Beta HK launched its securities brokerage business online where a minimal portion of its customers are Mainland Chinese nationals who can access Beta HK’s integrated electronic trading platform for securities brokerage from Mainland China. As of December 31, 2024, approximately 8% of Beta HK’s clients in securities brokerage services are in Mainland China. These customers are using their foreign exchange funds and Beta HK will not accept funds from Mainland China nor will they convert such RMB funds into the foreign exchange nor transfer such funds out of Mainland China to the offshore trading accounts opened with Beta HK. Beta HK has never directly or through any affiliated or cooperative institutions in Mainland China engaged in marketing, opened trading accounts, or engaged other activities related to overseas securities brokerage services in Mainland China and Beta HK has never directly or through any such affiliated or cooperative institutions conducted marketing, opened trading accounts or engaged other particular events primarily targeting the Mainland Chinese nationals residing in Mainland China for overseas securities brokerage services in Hong Kong and/or out of Mainland China. Beta HK does not hold any license or permit in relation to providing securities brokerage business in Mainland China. As of the date of this prospectus, although all customers of Beta HK’s underwriting services for U.S. dollar-denominated municipal bonds are PRC companies, these municipal bonds will not be issued in mainland China and our services will not need obtain relevant licenses or permits from relevant PRC regulatory bodies.

As of the date of this prospectus, neither Beta Cayman nor its subsidiaries have received any notifications of any non-compliance of the Regulation on the Supervision and Administration of Securities Companies and the Measures for the Administration of Securities Brokerage Business. However, since a minimal portion of customers are Mainland Chinese nationals and Chinese regulations have not provided clear definition regarding “operating securities business within Mainland China”, we cannot assure you that allowing access to Beta HK’s integrated electronic trading platform for securities brokerage by Mainland Chinese nationals will not be deemed to be operating securities brokerage business in Mainland China, which may subject Beta HK to further inquiries or rectifications. If certain of Beta HK’s activities were deemed by relevant regulators as provision of securities brokerage services in Mainland China, Beta HK will be required to obtain relevant licenses or permits from relevant regulatory bodies, including the CSRC, and failure of obtaining such licenses or permits may subject Beta HK to regulatory actions and penalties, including fines, suspension of parts or all of Beta HK’s operations, and temporary suspension or block of Beta HK’s websites and mobile application in Mainland China. In such cases, Beta HK’s business, and our financial condition, results of operations and prospects may be materially and adversely affected.

Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspected by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future, investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the HFCAA if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. Furthermore, on December 23, 2022, the AHFCAA was enacted, which amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before the securities may be prohibited from trading or delisted.

As an auditor of companies that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, our auditor is required under the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. The PCAOB is currently unable to conduct inspections without the approval of the PRC government authorities. Currently, our U.S. auditor is inspected by the PCAOB, and we have no operations in Mainland China. However, if

there is significant changes to current political arrangements between Mainland China and Hong Kong, companies operating in Hong Kong like us may face similar regulatory risks as those operated in Mainland China and we cannot assure you that our auditor’s work will continue to be able to be inspected by the PCAOB.

Inspections of other auditors conducted by the PCAOB outside Mainland China have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections of audit work undertaken in Mainland China prevents the PCAOB from regularly evaluating auditors’ audits and their quality control procedures. As a result, if there is any component of our auditor’s work papers become located in Mainland China in the future, such work papers will not be subject to inspection by the PCAOB. As a result, investors would be deprived of such PCAOB inspections, which could result in limitations or restrictions to our access of the U.S. capital markets.

As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular Mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a foreign public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (“EQUITABLE”) Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges, such as the Nasdaq, of issuers included on the SEC’s list for three consecutive years. It is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting Mainland China-based companies from accessing U.S. capital markets.

On May 20, 2020, the U.S. Senate passed the HFCAA, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The U.S. House of Representatives passed the HFCAA on December 2, 2020, and the HFCAA was signed into law on December 18, 2020. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in Mainland China-based issuers and summarizing enhanced disclosures the SEC recommends Mainland China-based issuers make regarding such risks.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements in the HFCAA. On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year under a process to be subsequently established by the SEC. The final amendments require any identified registrant to submit documentation to the SEC establishing that the registrant is not owned or controlled by a government entity in the public accounting firm’s foreign jurisdiction, and also require, among other things, disclosure in the registrant’s annual report regarding the audit arrangements of, and government influence on, such registrants. Under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our Ordinary Shares being delisted.

On June 22, 2021, the U.S. Senate passed the AHFCAA, which was enacted on December 23, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus, reducing the time before our Ordinary Shares may be prohibited from trading or delisted. On December 29, 2022, legislation titled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions (“Commission-Identified Issuers”). The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction. The amendments also require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities. Further, the release provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCAA. The SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020. A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022. The final amendments became effective on January 10, 2022.

On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in Mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCAA. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively. Our auditor, WWC, P.C., is headquartered in San Mateo, California, and did not appear as part of the report under the lists in its appendix A or appendix B.

On August 26, 2022, the CSRC, the MOF, and the PCAOB signed a Statement of Protocol (the “Protocol”) to allow the PCAOB to inspect and investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong, consistent with the HFCAA, and the PCAOB will be required to reassess its determinations by the end of 2022. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong.

On December 23, 2022, the AHFCAA was enacted, which amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. As a result, the time period before the Company’s securities may be prohibited from trading or delisted has been decreased accordingly.

On December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an identical provision to the AHFCAA and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOB inspections for two consecutive years instead of three years.

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:

•        future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;

•        our ability to execute our growth, expansion and acquisition strategies, including our ability to meet our goals;

•        current and future economic and political conditions;

•        our expectations regarding our client base;

•        our relationships with our offline business partners;

•        competition in our industry;

•        relevant government policies and regulations relating to our industry;

•        our capital requirements and our ability to raise any additional financing which we may require;

•        our ability to protect our intellectual property rights and secure the right to use other intellectual property that we deem to be essential or desirable to the conduct of our business;

•        our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

•        our ability to retain the services of our CEO and CFO, who serve as our key executives;

•        overall industry and market performance; and

•        other assumptions described in this prospectus underlying or relating to any forward-looking statements.

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.

Industry Data and Forecasts

This prospectus contains certain data and information that we obtained from various government and private publications including industry data and information from Frost & Sullivan. Statistical data in these publications also include projections based on a number of assumptions. The securities dealing and securities advisory industries in Hong Kong, the United States and greater Asia, may not grow at the rate projected by market data, or at all. Failure of

this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. In addition, the new and rapidly changing nature of the financial service industries results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our industry. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

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 Hong Kong. In addition, a majority of our directors and officers are nationals or residents of Hong Kong 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.

Harney Westwood & Riegels, our Cayman Islands counsel, and Han Kun, our Hong Kong counsel, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or Hong Kong 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 in the United States or (ii) entertain original actions brought in the Cayman Islands or Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

We have been advised by Harney Westwood & Riegels that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Grand Court of the Cayman Islands will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America (the “Foreign Court”) of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands will also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court of the Cayman Islands may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

Han Kun has further advised us that Hong Kong has no treaties or other arrangements providing for reciprocal recognition and enforcement of judgments of courts with the United States in civil and commercial matters. However, a foreign judgment may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court since the judgment may be regarded as creating a debt between the parties to it, provided that the foreign judgment, among other things, is a final judgment conclusive upon the merits of the claim and is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

USE OF PROCEEDS

Based upon an assumed initial public offering price of $4 per 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 $6.3 million, assuming the underwriters do not exercise their over-allotment option.

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

•        $3.2 million, which is expected to be approximately 50% of the net proceeds, for the updating and improvement of our current product offerings, including to hire more employees and to improve and expand our online trading platform to more markets, and to expand the types of services offered to our customers;

•        $1.3 million, which is expected to be approximately 20% of the net proceeds, for the applications for brokerage licenses to be made to the relevant regulators in the United States and the following Southeast Asian countries: Malaysia, Thailand, and Vietnam. Specifically, the fees and expenses related to obtaining a brokerage license in the United States is about $0.9 million, and the fees and expenses related to obtaining a brokerage license in a Southeast Asian country (either Thailand, Indonesia, or Malaysia), would be about $0.4 million; and

•        $1.8 million, which is expected to be approximately 30% of the net proceeds, for operating purposes, including as capital required to provide margin financing to customers, and for marketing and business development efforts to increase revenue.

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.

DIVIDEND POLICY

We have not previously declared or paid cash dividends and we have no plan to declare or pay any dividends in the near future on our shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding Company incorporated in the Cayman Islands. We rely principally on dividends from our operating subsidiaries for our cash requirements, including any payment of dividends to our shareholders. Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from our operating subsidiaries.

The declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable Cayman Islands laws regarding solvency. Our board of directors will take into account general economic and business conditions; our financial condition and results of operations; our available cash and current and anticipated cash needs; capital requirements; contractual, legal, tax, and regulatory restrictions; and other implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

Subject to the Companies Act and our articles of association, our Company in general meeting may declare dividends in any currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by our board of directors. Subject to a solvency test, as prescribed in the Companies Act, and the provisions, if any, of our memorandum and articles of association, a company may pay dividends and distributions out of its share premium account. In addition, based upon English case law which is likely to be persuasive in the Cayman Islands, dividends may be paid out of profits.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2024:

•        on an actual basis;

•        on a pro forma basis to reflect the issuance of 1,980,000 new ordinary shares of the Company to an independent third party on January 21, 2025 at a cash consideration of approximately $1,130,306 resulting in total number of issued ordinary shares of 18,000,000 before this offering; and

•        on a pro forma as adjusted basis to reflect (1) the issuance and sale of 2,000,000 ordinary shares by us in this offering at the initial price of $4.00, which is the low end of the estimated initial public offering price range set forth on the cover page of this prospectus, per ordinary share with gross proceeds of $8,000,000, after deducting the estimated discounts to the underwriter of $560,000, non-accountable expense allowance of $80,000, and the estimated offering expenses borne by us of $1,086,875 (among which $393,374 was paid as of December 31, 2024 and recognized as deferred offering costs in the unaudited interim condensed consolidated financial statements as of December 31, 2024), resulting in net proceeds of $6,273,125, leading to a $2,000 increase in ordinary shares and $6,271,125 increase in additional paid-in capital; (ii) the receipt of subscription receivables of $16,020 on an as adjusted basis from original shareholders on the time of listing. There will be an aggregate increase in cash and cash equivalents of $6,682,519.

The adjustments reflected below are subject to change and are based upon available information and certain assumptions that we believe are reasonable. Total shareholders’ equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this capitalization table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the unaudited interim condensed consolidated financial statements and the related notes appearing elsewhere in this prospectus.

____________

          If the Underwriter’s over-allotment option to purchase additional shares from us was exercised in full, pro forma (i) Ordinary Shares would be 23,000,000 shares, (ii) additional paid-in capital would be $15,744,838, (iii) total shareholders’ equity would be $13,309,370, and (iv) total capitalization would be $13,309,370.

A $1.00 increase (decrease) in the assumed initial public offering price of $4.00, which is the low end of the estimated initial public offering price range set forth on the cover page of this prospectus, per ordinary share would increase (decrease) each of additional paid-in capital, total shareholder’s equity and total capitalization by $1,840,000 if the underwriters’ over-allotment option is not exercised or $2,116,000 if the underwriters’ over-allotment option is exercised in full, 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 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 ordinary 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 December 31, 2024, was $4,033,971, or $0.22 per ordinary share (not including the 1,980,000 ordinary shares issued on January 21, 2025). After taking into account of the issuance of the 1,980,000 new ordinary shares to an independent third party on January 21, 2025 at a cash consideration of approximately $1,130,306, our net tangible book value as of December 31, 2024, would be $5,164,277, or $0.29 per ordinary share. Net tangible book value represents the amount of our total consolidated tangible assets (excluding intangible assets, net, right-of-use assets, net, deferred offering costs and deferred tax assets), less the amount of our total consolidated liabilities. Dilution is determined by subtracting the net tangible book value per share (as adjusted for the offering) from the initial public offering price per share and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

After giving effect to our sale of 2,000,000 Ordinary Shares offered in this offering based on an assumed initial public offering price of $4.00, which is the low end of the estimated initial public offering price range set forth on the cover page of this prospectus, per ordinary share, after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2024, would have been $11,437,402, or $0.57 per outstanding share. This represents an immediate increase in net tangible book value of $0.28 per ordinary share to the existing shareholders, and an immediate dilution in net tangible book value of $3.43 per ordinary share to investors purchasing Ordinary Shares in this offering without exercise of over-allotment option. The 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 December 31, 2024 (including the issuance of 1,980,000 new ordinary shares to an independent third party on January 21, 2025 at cash consideration of $1,130,306), 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.

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

The following management’s discussion and analysis of financial condition and results of operations contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. We assume no obligation to update forward-looking statements or the risk factors. You should read the following discussion in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus.

Overview

Beta FinTech Holdings Limited (the “Company”) is a company incorporated in Cayman Islands with limited liability on August 20, 2024 as an investment holding company. We through our subsidiary, Beta International Securities Limited (“Beta HK”), a limited liability corporation licensed with the Hong Kong Securities and Futures Commission (“HKSFC”) to carry out regulated activities including Type 1 (Dealing in Securities) regulated activities and mainly offers securities dealings and brokerage services, underwriting and placing services and other financing services; and Type 4 (Advising on Securities) regulated activities in Hong Kong and mainly offer investment advisory services to customers.

We are a holding company incorporated in the Cayman Islands. Our Ordinary Shares offered in this prospectus are shares of our Cayman Islands holding company. As a holding company with no material operations of our own, we conduct our business through our subsidiaries. We own 100% equity interest of all our subsidiaries including the operating subsidiary in Hong Kong.

In connection with its proposed initial public offering, the Company undertook a reorganization of its legal structure (the “Reorganization”) discussed under the section of “OUR HISTORY AND STRUCTURE”.

After the Reorganization, the Company, together with its wholly-owned subsidiaries, are effectively controlled by the same controlling shareholder before the Reorganization.

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805-50-25, the Reorganization has been accounted for as a recapitalization among entities under common control since the same shareholder controlled all these entities prior to and after the Reorganization. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. The results of operations for the period presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period. By eliminating the effects of intra-entity transactions in determining the results of operations for the period before the Reorganization, those results will be substantially the same as the results of operations for the period after the date of Reorganization.

Beta HK is a limited liability corporation licensed with the HKSFC (License No.: ABN652) to carry out regulated activities including Type 1 (Dealing in Securities) regulated activities and mainly offers securities dealings and brokerage services, underwriting and placing services and other financing services; and Type 4 (Advising on Securities) regulated activities in Hong Kong and mainly offer investment advisory services to customers. For Type 1 license, Beta HK is acting an exchange participant of the Hong Kong Exchanges and Clearing Limited (“HKEX”) and provides quality securities dealing and brokerage, margin financing, securities custody and nominee services for customers under the Securities and Futures Ordinance. As a licensed securities broker, Beta HK provides a range of financial services, including:

•        Hong Kong stock trading through the internet, mobile app, and customer phone hotline

•        Securities custody and nominee services; providing secure and reliable clearing and settlement procedures

•        Access to debt capital markets

•        Equity capital markets for issuers; offer placing for IPO and other equity placements, and marketing, distribution and pricing of lead-managed and co-managed offerings

•        Margin financing

For Type 4 (advising on securities) regulated activities under the HKSFC, Beta HK is engaged in providing advisory services on the securities trading.

Emerging Growth Company

Upon the completion of this offering, we will qualify as an “emerging growth company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least $1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our common shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Principal Factors Affecting Our Financial Performance

Our consolidated operating results are primarily affected by the following factors:

•        our ability to develop an increasing client base, provide evolving and high-quality services.

Beta HK has spent significant financial resources on agent systems and marketing activities to attract new clients in a cost effective manner, providing satisfactory services on its platform in a timely manner and at favorable price terms. However, the trading needs are evolving as their investment demands change. If we fail to acquire new clients and retain existing clients by offering services that cater to their evolving investment and trading needs, Beta HK may not be able to maintain and continue to grow the trading volume on its platform.

•        our ability to retain existing clients, in particular those that have highly frequent transactions.

Our clients may not continue to place or increase their trading orders on Beta HK’s platform if it cannot match the prices offered by other market players or if it fails to deliver satisfactory services. Failure to deliver services in a timely manner at competitive prices with satisfactory experience will cause our clients to lose confidence in us and use Beta HK’s platform less frequently or even stop using Beta HK’s platform altogether, which in turn will materially and adversely affect our performance.

•        clients’ trading volume, which fluctuates and is affected by factors beyond our control.

Weaknesses in the markets in which we operate, including economic slowdowns, have historically resulted in reduced trading volumes for us. Declines in market values of securities can result in lower revenues and profitability from transaction execution activities, which can further result in our reduced revenues and profitability.

•        general economic and political conditions in Hong Kong, the PRC and the United States.

Economic and political conditions such as macroeconomic and monetary policies, legislation and regulations affecting the financial and securities industries, upward and downward trends in the business and financial sectors, inflation, currency fluctuations, availability of short-term and long-term funding sources, cost of funding and the level and volatility of interest rates could positively or negatively impact our revenues and profitability. For example, a trade dispute between China and the United States could negatively impact the performance of the market, which further results in a significant fluctuation of our income and operating results. In particular, our results of operations are closely affected by the macro-economic conditions in Hong Kong. Any deterioration of the economy in Hong Kong, decrease in disposable income of consumers, fear of a recession and decrease in consumer confidence may lead to a reduction in the number of customers that sign up with us, which could materially adversely affect our financial condition and results of operations.

Basis of Presentation

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the SEC. They include the financial statements of the Company and its wholly owned subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All significant assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in consolidation.

Critical Accounting Policies, Judgments and Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities as at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s consolidated financial statements include allowance for expected credit losses, interest rate of lease and provision for income tax. Actual results may differ from these estimates.

We believe that the following accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

Loans to customers, net

Loans primarily include margin loans extended to customers, collateralized by customers’ securities and are carried at the amount receivable (at amortized cost) net of allowance for expected credit losses. Collateral is required to be maintained at specified minimum levels, which is larger than the outstanding balance loans, at all times. The Company monitors margin levels and requires customers to provide additional securities as collateral, or reduce margin positions, to meet minimum collateral requirements if the fair value of the collateral changes. The Company has the right to realize any securities in customers’ account at prevailing market prices in the situation of default.

The Company applies the practical expedient based on collateral maintenance provisions under Accounting Standards Codification (ASC) 326, Financial Instruments — Credit Losses, in estimating an allowance for credit losses for collateral-dependent assets. In accordance with the practical expedient, when the Company reasonably expects that borrowers (or counterparties, as applicable) will replenish the collateral as required, there is no expectation of credit losses when the collateral’s fair value is greater than the amortized cost of the financial asset. If the amortized cost exceeds the fair value of collateral, then credit losses are estimated only on the unsecured portion. The Company’s policy is to charge off any delinquent margin loans, including the accrued interest on such loans. Accrued interest charged off is recognized as credit loss expense in the consolidated statements of operations and comprehensive income (loss). Customers with margin loans have agreed to allow the Company to pledge collateralized securities in accordance with applicable regulations. The collateral is not reflected in the consolidated financial statements. As of June 30, 2024 and 2023 and December 31, 2024, allowance for expected credit losses was nil resulting from the assessment of credit losses for loans to customers.

Receivables from customers and broker-dealers and clearing organization

Receivables from customers arise from (i) the brokerage transactions of dealing with investment securities for cash customers; and (ii) financial advisory services.

Receivables from broker-dealers and clearing organizations arise from the business of dealing with investment securities. Broker-dealers will require balances to be placed with them in order to proceed the US stock trading orders requested by the customers. Receivables from clearing organization typically represent proceeds receivable on trades that have yet to settle and are usually collected within two business days after the trade date.

In evaluating the collectability of receivables balances, the Company considers specific evidence including the aging of the receivable, the customers’ payment history, its current creditworthiness, its underlying equity securities secured and current and future economic trends.

The receivables from customers, broker-dealers and clearing organizations, such as HKEX, are viewed as past due or delinquent based on the recently payments records. The receivables from customers are generally settled within 3 months from the date of transaction. As of June 30, 2024 and 2023 and December 31, 2024, no receivables from customers and broker-dealers are past due or delinquent based on the repayment history of customers and broker-dealers. As of June 30, 2024 and 2023 and December 31, 2024, no receivables from clearing organizations are past due or delinquent as the receivables are normally being settled within two business days after the trade dates (for both buy and sell).

The Company regularly reviews the adequacy and appropriateness of the allowance for expected credit losses. The receivables are written off after all collection efforts have ceased. As of June 30, 2024 and 2023 and December 31, 2024, the allowance for expected credit losses on receivables from customers, broker-dealers and clearing organizations was nil.

Revenue Recognition

The Group applied ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) for all periods presented.

The five-step model defined by ASC 606 requires the Group to (i) identify its contracts with clients, (ii) identify its performance obligations under those contracts, (iii) determine the transaction prices of those contracts, (iv) allocate the transaction prices to its performance obligations in those contracts, and (v) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the client in an amount that reflects the consideration expected in exchange for those goods or services.

The Group has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. The Group elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Group expects that, upon the inception of revenue contracts, the period between when the Group transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less.

The determination of whether revenues should be reported on a gross or net basis is based on the Group’s assessment of whether it is the principal or an agent in the transaction in accordance with ASC 606-10-55 and depends on whether the promise to the customer is to provide the products or services or to facilitate a sale by a third party. The nature of the promise depends on whether the Group controls the products or services prior to transferring it. When the Group controls the products or services, the promise is to provide and deliver the products or services and revenue is presented gross. When the Group does not control the products or services, the promise is to facilitate the sale and revenue is presented net. To distinguish a promise to provide products or services from a promise to facilitate the sale from a third party, the Group considers the guidance of control in ASC 606-10-55-37A and the indicators in 606-10-55-39. The Group considers this guidance in conjunction with the terms in its arrangements with both suppliers and customers.

As a practical expedient, the Group elected to expend the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Group otherwise would have recognized is one year or less.

The Group does not offer any credits or discounts, rebates, price concessions or other similar privileges to customers. Due to the nature of services, the Group does not permit refund to customers.

The Company currently generates its revenue from the following main sources:

1.    Securities brokerage commissions and handling fee

The Company acts as an agent to provide securities brokerage services in trades execution on behalf of customers, who are individual customers or corporate customers (such as brokers), in return for securities brokerage commission income. The Company enters into a distinct contract with customers that governs the terms and conditions for securities trade execution, which may be terminated at will in written notice by either the customer or the Company without any termination penalty. The commercial substance of the contract exists when a trade order is placed by the customer through the Company as the customer would have an obligation to pay consideration for its services. Trade execution and clearing services are bundled into a single performance obligation as they are both inputs to the single promise, i.e. security trading, and are not considered separately identifiable. Securities brokerage commission is charged on a fixed commission rate ranging at 0.006% to 0.03% of the transaction amount as quoted by the Company and stipulated

in the contracts for trade execution. Hence, the securities brokerage commission is considered variable consideration. The entire securities brokerage commission is allocated to a single performance obligation. Securities brokerage commission is recognized at a point in time when the trades (buy or sell of securities) are executed since the benefit of the service transfers to the customer when the Company completes the order. Commission fees are directly charged from the customer’s account when the transactions are executed by retaining the commission fees from transaction amount before transfer back the residual amount to customers.

Handling fee generated from provision of services such as dividend collection, share subscription services in relation to IPOs services that require the processing and handling of physical certificates or legal documents or accounts that have limited or no activity to individual customers or corporate customers (such as brokers). The Company enters into a distinct contract with customers that governs the terms and conditions for the above-mentioned services, which may be terminated at will in written notice by either the customer or the Company without a termination penalty. The commercial substance of the contract exists when services instruction is placed by the customer to the Company as the customer would have an obligation to pay consideration for its services. Dividend collection handling income is recognized at the time when the performance obligation has been satisfied by receiving dividends by the Company on behalf of customers. When the Company receives the cash dividend distributed by the securities on behalf of customers, the net dividend after deducting the dividend collection handling fee will be deposited into the customers’ bank account. Dividend collection handling income is charged at fixed percentage of dividend collected and it is considered as variable consideration. New share subscription handling fee is recognized at the point in time when the performance obligation has been satisfied by successfully submitting IPO subscription to banks on behalf of customers. For new share subscription handling fee, the consideration is fixed with no variable consideration for every IPO subscription order. Other handling income charged for handling securities certificates is recognized at the point in time when the performance obligation has been satisfied by successfully processing or transferring of certificates from securities. There is no variable consideration but a fixed charge per instruction. The Company acts as an agent and handling income is directly charged from the customer’s account when the transactions are executed. All handling fees are non-refundable and non-cancellable after execution was performed.

2.    Placing services

The Group acts as placing agent by participating in placing exercises in IPOs or other fundraising activities in HKEX in return for placing commissions and/or fees.

The Company enters into a distinct placing agreement with its customers, generally the securities issuers for the provision of placing services. The placing services are distinct and identified as one performance obligation. The Company provides placing services by using its reasonable best efforts to procure potential subscribers and raise capital for securities issuers. The Company provides no guarantee for the successful procuring of potential investors and will not be penalized for any failed placing activities. The Company has no legal title of the securities for listing. The Company is entitled to placing commission based on fixed percentage of the gross amount of fundraising from the transaction, either IPO or other fundraising activities and is to be received in one lump sum payment at the completion of services as stipulated in the placing agreement. Hence, it is considered as variable consideration. As a result, revenue from providing placing services to customers is recognized at a point in time when the transaction and the performance obligations are completed, which is generally at the completion of an IPO, which is listing on HKEX, or the completion of a placement by client. In the situation of cessation of IPO or other fundraising activities by customers or failure of IPO or other fundraising activities, the Company is not entitled to receive any consideration. The contractual payment terms are typically due no more than 30 days from the completion of transaction. During the years ended June 30, 2024 and 2023 and the six months ended December 31, 2024 and 2023, all placing services have completed and received. No other obligations or follow-up actions are required by the Company after the placing activities have been completed.

3.    Underwriting services

Beta HK acts as an underwriter for the Chinese companies who are seeking to issue the U.S. dollar-denominated municipal bonds in the capital market. Such services include soliciting potential buyers for the Chinese companies and assisting them to successfully issue the bonds in the market.

Beta HK enters into a distinct underwriting agreement with its customers, generally the private entities for issuing of bonds listed on Chongwa (Macao) Financial Asset Exchange Co., Ltd. (“MOX”), or HKEX. The underwriting services are distinct and identified as one performance obligation. Beta HK provides underwriting services by using its reasonable best efforts to procure potential subscribers and raise capital for bond issuers. Beta HK provides no

guarantee for the successful procuring of potential investors and will not be penalized for any failed underwriting activities. Beta HK has no legal title of the bonds to be issued. Beta HK is entitled to underwriting commission based on fixed percentage of the gross amount of bond issue and is to be received in one lump sum payment at the completion of services as stipulated in the underwriting agreement. Hence, it is considered as variable consideration. As a result, revenue from underwriting services to customers is recognized at a point in time when the transaction and the performance obligations are completed, which is generally at the completion of successful listing of bonds on MOX or HKEX. In the situation of cessation of bond issue by customers or failure of underwriting service for the fundraising activities, Beta HK is not entitled to receive any consideration. The contractual payment terms are typically due no more than 30 days from the completion of transaction. No other obligations or follow-up actions are required by Beta HK after the underwriting activities have been completed. During the six months ended December 31, 2024, Beta HK completed underwriting services for three bonds successfully listed on MOX and a total consideration of US$412,262 was received and recognized as revenue from underwriting services. During the six months ended December 31, 2023, no such services were provided.

4.    Financial advisory services

Beta BVI acts as a general coordinator and consultant to companies seeking to list on stock exchanges in the U.S., such as NASDAQ or NYSE, and guides its clients through the entire listing process. Such services encompass a broad scope, including selecting and engaging suitable intermediaries such as the potential issuer’s securities and local counsels, auditors, lead underwriters, underwriters’ counsels, printing companies, stock transfer companies, and investor relations firms. Beta BVI also organizes, coordinates, and supervises all intermediaries, according to the client’s listing schedule, to ensure that the listing process remains on track, and helps its clients address and resolve any issues that arise during the listing process. Beta BVI also assists the investment bank in organizing and securing investments in the IPO (collectively, the “financial advisory services”).

Beta BVI enters into distinct financial advisory agreements with its customers, generally the corporate customers pursuing listing on U.S. capital markets, for the provision of financial advisory services. The contracts have either one-year period or without specified expiry date but will be terminated/ended upon the successful listing of the customers. As the advisory services involve a series of tasks which are interrelated and are not separable or distinct as the customers cannot benefit from any standalone task and those tasks are the necessary process to complete performance obligation, i.e. assist customers to be listed on the stock exchanges in the U.S. They are not bundled or combined since every service agreement will be tailor-made based on customers’ needs. Hence, it is impractical to complete the advisory services without those series of tasks mentioned above. The Group concludes that financial advisory services are accounted for as a single performance obligation. Pursuant to the agreements, the service fees are either (i) paid by one lump sum fixed fee upon the completion of performance obligation; or (ii) paid by installments with both (a) fixed portion to be paid in milestones, such as upon entering into the engagement letters, confidential submission of F-1 registration statement and public filing of F-1 registration statement, and (b) variable portion to be paid upon successful listing which is based on certain percentage of the gross proceeds obtained by the customers from the listing. The consideration is non-refundable unless unsuccessful listing by the customers due to non-controllable factors, such as change of regulations. Hence, revenue from providing financial advisory services to customers is recognized at a point in time when the transaction and the performance obligation are completed, i.e. the successful listing of the customers or expiry of contract and the termination is mutually agreed between Beta BVI and its customers. Contract liabilities will be recognized upon receipt of advance payment and transferred to revenue upon completion of performance obligation. During the six months ended December 31, 2024, US$390,905 was received in advance for the advisory services from the customers, US$350,840 was recognized as revenue from financial advisory service upon the completion of performance obligations and the remaining US$40,166 was recognized as contract liabilities as of December 31, 2024 since the services have not yet been completed at period end. While contract liabilities of US$192,103 recognized as of June 30, 2023 was transferred to revenue upon the completion of performance obligation for the six months ended December 31, 2024.

5.    Custodial and other related income

The Company provides custodial service to investment companies to the individual customers in return of a monthly custodial fee and services income. The Company enters a distinct contract with its customers for the provision of custodial and other services. The Company concludes that each monthly custodian and other service is distinct and meets the criteria for recognizing revenue over time. In addition, the Company concludes that the services provided each month are substantially similar and result in the transfer of substantially similar services to the customers each month. That is, the benefit consumed

by the customers is substantially similar for each month, even though the exact volume of services may vary. Therefore, the Company concludes that the monthly custodial and other services satisfy the requirements of ASC 606-10-25-14(b) to be accounted for as a single performance obligation. The transaction price is variable consideration. The custodial income is charged at higher of approximately 0.2% per annum of the amount of investments under custody or at a fixed fee according to terms specified in the contract. The Company recognizes custodial income on a monthly basis when it satisfies its performance obligations throughout the contract terms based on output method. The amount is not refundable and there is no right of return. There is no contract asset that the Company has the right to consider in exchange for its services that the Company has transferred to its clients. Such right is not conditional on something other than the passage of time.

6.    Interest income

The Company earns interest income primarily from its margin loans or IPO financing offered to customers in relation to the securities brokerage services. The Company enters into a contract with customer upon customer submission of financing application. The Company offers rolling margin loans or IPO financing to individual customers as a principal with its own funding. The transaction price is a variable consideration as interest income is charged at the prevailing interest rate over daily loan principal amount outstanding. Revenue is receivable upon passage of time and recognized over the period that the margin loans or IPO financing are outstanding. During the years ended June 30, 2024 and 2023, the effective interest rate ranges from 4.8% to 18.1% per annum. During the six months ended December 31, 2024 and 2023, the effective interest rate ranges from 4.8% to 12.87% per annum. Interest income is directly charged to the customer’s account at each month end.

Lease

ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. All leases in the Group are accounted for as operating leases.

We determine if an arrangement is a lease at inception. On our balance sheet, our corporate office lease is included in operating lease right-of-use (ROU) assets, current portion of operating lease liability and operating lease liability, net of current portion.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For leases that do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Significant judgment may be required when determining whether a contract contains a lease, the length of the lease term, the allocation of the consideration in a contract between lease and non-lease components, and the determination of the discount rate included in our office lease. We review the underlying objective of each contract, the terms of the contract, and consider our current and future business conditions when making these judgments.

Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.

The Financial Accounting Standards Board (“FASB”) issued a Q&A in March 2020 that focused on the application of lease guidance in ASC 842 for lease concessions related to the effects of COVID-19. The FASB staff has said that entities can elect to not evaluate whether concessions granted by lessors related to COVID-19 are lease modifications. Entities that make this election can then apply the lease modification guidance in ASC 842 or account for the concession as if it were contemplated as part of the existing contract. The Company has elected to not treat the concessions as lease modifications and will instead account for the lease concessions as if they were contemplated as part of the existing leases. The Company has recorded negative variable lease expense and adjusted lease liabilities at the point in which the rent concession has become accruable.

The Company evaluates the impairment of its right-of-use assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of

possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of finance and operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the years ended June 30, 2024 and 2023 and the six months ended December 31, 2024 and 2023, the Company did not have any impairment loss against its operating lease right-of-use assets.

Income Taxes

The Company accounts for income taxes pursuant to ASC Topic 740, Income Taxes (“ASC 740”). Income taxes are provided on an asset and liability approach for financial accounting and reporting of income taxes. Any tax paid by subsidiaries during the year is recorded. Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. ASC 740 also requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets, including those related to the U.S. net operating loss carry-forwards, is dependent upon future earnings, if any, of which the timing and amount are uncertain.

The Company adopted ASC 740-10-05, Income Tax, which provides guidance for recognizing and measuring uncertain tax positions, and prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on derecognizing, classification and disclosure of these uncertain tax positions.

The Company’s policy on classification of all interest and penalties related to unrecognized income tax positions, if any, is to present them as a component of income tax expense.

Cayman Islands

The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save for certain stamp duties which may be applicable, from time to time, on certain instruments.

British Virgin Islands

Ascent BVI and Beta BVI are incorporated in the BVI and are not subject to tax on income or capital gains under current BVI law. In addition, upon payments of dividends by these entities to their shareholders, no BVI withholding tax will be imposed.

Hong Kong

Beta HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. From year of assessment of 2018/2019, Hong Kong profits tax rates are 8.25% on assessable profits up to HKD2 million (approximately US$255,787), and 16.5% on any part of assessable profits over HKD2 million (approximately US$255,787). Under Hong Kong tax law, the above-mentioned Hong Kong company is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

Recently issued accounting pronouncements

See the discussion of the recent accounting pronouncements contained in Note 2 to the consolidated financial statements, “Summary of Significant Accounting Policies and Practices”.

Results of Operations — For the years ended June 30, 2024 and 2023

The following table sets forth a summary of the consolidated results of operations of us for the periods indicated:

Revenues

For the years ended June 30, 2024 and 2023, we generated our revenues through (1) Securities brokerage commissions and handling fee; (2) placing services fee; (3) custodial and other service income; and (4) interest income from loans to customers. Set out below is a breakdown of our revenue for the years ended June 30, 2024 and 2023:

Our total revenues increased by US$2,223,161 or 1,775%, from US$125,219 for the year ended June 30, 2023 to US$2,348,380 for the year ended June 30, 2024. The increase was mainly due to the commencement of our placing services and margin loans services from January 2024, which was attributable to 82% (US$1,927,936) of the total revenues for the year ended June 30, 2024 and overall increase in all other revenue streams. Further details were discussed separately below.

Securities brokerage commissions and handling fee

Securities brokerage commissions represented the income from securities brokerage services in trades execution on behalf of customers, who are individual customers or corporate customers (i.e. brokers). Increase in revenues from securities brokerage commissions and handling fee by US$262,439 or 866% from US$30,288 for the year ended June 30, 2023 to US$292,727 for the year ended June 30, 2024 was mainly attributable to the combined effect of (i) the increase in daily trading brokerage income of US$26,057 or 138% which was mainly due to the increase in number of securities transactions by 197 from 1,362 with trading volume of US$300 million in aggregate for the year ended June 30, 2023 to 1,559 with trading volume of US$1,000 million in aggregate for the year ended June 30, 2024; and (ii) brokerage income from the subscription of IPO by the customers of US$221,305 for the year ended June 30, 2024 while there was no such transactions engaged by customers in prior year. During the year ended June 30, 2024, Beta HK upgraded its securities trading system in early 2024 so that customers can perform electronic subscription of IPOs through the Beta INT Securities while previously its customers could only subscribe IPOs via calls. Moreover, the HKEX upgraded its trading system which makes IPOs subscription process easier. As a whole, these improvements enhanced Beta HK customers’ experiences on the subscriptions for IPOs and contributed the growth of Beta HK’s increase in brokerage income from the subscription of IPOs by customers. As Beta HK plans to keep upgrading its securities trading system, we anticipate this revenue stream will keep growing next year.

In order to access Beta HK’s securities dealing and brokerage services, a potential customer will have to first open an account with Beta HK. For the customer onboarding process, see “Business — Securities Dealing and Brokerage Services — Customer Onboarding Process.”

Placing services fee

Placing services represented the placing exercises in IPOs or other fundraising activities performed in HKEX for the customers. In January 2024, Beta HK commenced the placing services. Beta HK’s revenue for the placing services was generally recognized in the same period when the respective placements were completed. During the year ended June 30, 2024, Beta HK successfully assisted four customers in their placings, and received placing services fee from three customers. For these three projects, Beta HK recognized the revenue for the placing services fee of (1) US$559,535 with approximately US$14,388,000 placed by Beta HK at a placing commission rate of 3.9% upon the date of completion of placement in January 2024, (2) US$517,490 with approximately US$17,250,000 placed by Beta HK at a placing commission rate of 3.0% upon the date of completion of placement in January 2024, and (3) US$822,995 with approximately US$16,500,000 placed by Beta HK at a placing commission rate of 5.0% upon the date of completion of placement in April 2024. Subsequent to June 30, 2024, regarding the fourth project, Beta HK inadvertently recognized the revenue of US$128 in August 2024 with approximately US$9,208 placed by Beta HK at placing commission rate of 1.3%, for the placing services completed in May 2024. Due to the minimal amount of placing services, the management considers that no adjustment of revenue was required due to cutoff issue. Subsequent to June 30, 2024, Beta HK also entered into two contracts for placing services of secondary offerings, and both of them were completed as of December 31, 2024. For these two contracts, Beta HK recognized the revenue during the six months ended December 31, 2024, for the placing services fee of US$114,820 with approximately US$9,568,000 placed by Beta HK at a placing commission rate of 1.2%, and for the placing services fee of US$4,518 with approximately US$903,700 placed by Beta HK at a placing commission rate of 0.5% of gross proceed, respectively. We anticipate that the capital market for IPO in Hong Kong will be diminishing and expect that there is a decrease in revenue from placing services in future periods. Beta HK plans to prioritize its core business including its traditional securities brokerage and handling services for Hong Kong stock securities in Hong Kong Capital market, developing securities brokerage and handling services for U.S. listed securities through Beta HK’s partners who have access to NYSE and Nasdaq capital market, underwriting services for U.S. dollar-denominated municipal bonds of PRC companies through our SFO Type 1 license in dealing with securities, as well as the commencement of financial advisory services in August 2024. In the meanwhile, Beta HK intends to continue offering placing services as part of its integrated capital markets solutions. However, Beta HK has been strategically adjusting the scope and focus of these services to align with market conditions and client demand since the first quarter of 2025. Beta HK’s strategic adjustments to the scope and focus of placing services include (1) primarily targeting small-to-medium-sized enterprises and private placements; (2) scaling resources dedicated to placing services proportionally with market activity, with an emphasis on high-quality transactions; and (3) maintaining flexibility to recalibrate its participation in placing services based on regulatory changes, investor sentiment, and IPO pipeline developments in Hong Kong and adjacent markets. These changes align with market conditions and client demand, because (1) demand remains resilient in small-to-medium-sized enterprises and private placements, despite the general slowdown of Hong Kong IPO market; (2) high-quality transactions align with Beta HK’s risk management and profitability criteria; and (3) this approach ensures continuity for existing clients while prudently managing exposure to a volatile IPO landscape.

Provision for income tax expenses (benefit) primarily comprised deferred tax expenses (benefit)

Hong Kong current profits tax arose from the business operations of Beta HK in Hong Kong and their applicable tax rate is 16.5%. From year of assessment commencing on April 1, 2018, Hong Kong profits tax rates are 8.25% on assessable profits on the first HK$2 million and 16.5% on any assessable profits in excess of HK$2 million. Deferred tax benefit arose from the accumulated tax losses which can be utilized against taxable profits and the temporary difference between the carrying amounts and tax bases of assets.

Increase in income tax expenses (benefit) by US$270,751 from income tax benefit of US$110,644 for the year ended June 30, 2023 to income tax expense of US$160,107 for the year ended June 30, 2024 was mainly attributable to (i) the recognition of deferred tax assets of US$110,644 for the net operating losses arising during the year ended June 30, 2023; (ii) utilization of deferred tax assets of US$160,107 recognized in prior year due to taxable profits were generated during the year ended June 30, 2024.

Net income (loss)

Increase in net income (loss) by US$1,558,785 from net loss of US$513,893 for the year ended June 30, 2023 to US$1,044,892 for the year ended June 30, 2024, primarily due to increase in revenues and partially offset by the increase in operating expenses as mentioned above.

Results of Operations — For the six months ended December 31, 2024 and 2023

The following table sets forth a summary of the consolidated results of operations of us for the periods indicated:

Revenues

For the six months ended December 31, 2024 and 2023, we generated our revenues through (1) Securities brokerage commissions and handling fee; (2) placing services fee; (3) underwriting services fee; (4) custodial and other service income; (5) financial advisory service income; and (6) interest income from loans to customers. Set out below is a breakdown of our revenue for the six months ended December 31, 2024 and 2023:

Our total revenues increased by US$1,449,309 or 2,097%, from US$69,127 for the six months ended December 31, 2023 to US$1,518,436 for the six months ended December 31, 2024. The increase was mainly due to the commencement of our placing service and margin loans services from January 2024; financial advisory service from August 2024 and underwriting service from October 2024, which was attributable to 79% (US$1,201,445) of the total revenues for the six months ended December 31, 2024 as well as increase in securities brokerage commissions and handling fee being partially offset by decrease in custodial and other service income. Further details were discussed separately below.

Securities brokerage commissions and handling fee

Securities brokerage commissions represented the income from securities brokerage services in trades execution on behalf of customers, who are individual customers or corporate customers (i.e. brokers). Increase in revenues from securities brokerage commissions and handling fee by US$291,535 or 1,145% from US$25,456 for the six months ended December 31, 2023 to US$316,991 for the six months ended December 31, 2024 was mainly attributable to the combined effect of (i) the increase in daily trading brokerage income of US$238,502 or 1,267% which was mainly due to the increase in number of securities transactions by 6,602 from 343 with trading volume of US$25 million in aggregate for the six months ended December 31, 2023 to 6,945 with trading volume of US$397 million in aggregate for the six months ended December 31, 2024; (ii) brokerage income from the subscription of IPO by the customers of US$9,484 for the six months ended December 31, 2024 while there was no such transactions engaged by customers in prior period; and (iii) increase in handling charge for securities by US$43,549 or 656% for the six months ended December 31, 2024. Furthermore, Beta HK upgraded its securities trading system in early 2024 so that customers can perform electronic subscription of IPOs through the Beta INT Securities mobile application while previously its customers could only subscribe IPOs via calls. Moreover, the HKEX upgraded its trading system which makes IPOs subscription process easier. As a whole, these improvements enhanced Beta HK customers’ experiences on the subscriptions for IPOs and resulted in the growth of Beta HK’s increase in brokerage income from the subscription of IPOs by customers. As Beta HK plans to keep upgrading its securities trading system, we anticipate this revenue stream will keep growing in the foreseeable future.

In order to access Beta HK’s securities dealing and brokerage services, a potential customer will have to first open an account with Beta HK. For the customer onboarding process, see “Business — Securities Dealing and Brokerage Services — Customer Onboarding Process.”

Placing services fee

Placing services represented the placing exercises in IPOs or other fundraising activities performed in HKEX or in the form of bond issue for the customers. In January 2024, Beta HK commenced the placing services. During the six months ended December 31, 2024, Beta HK successfully assisted three customers in their placings, and received placing services fee from these three customers and recognized as revenue for the period. For these three projects, Beta HK received the placing services fee of (1) US$128 with approximately US$9,208 placed by Beta HK at placing commission rate of 1.3% for the placement project completed in August 2024, (2) US$4,518 with approximately US$903,700 placed by Beta HK at a placing commission rate of 0.5% upon the date of completion of placement in September 2024, and (3) US$114,820 with approximately US$9,568,000 placed by Beta HK at a placing commission rate of 1.2% upon the date of completion of placement in November 2024. Subsequent to December 31, 2024, one agreement has been signed with another unrelated third party for a placing service. We anticipate that the capital market for IPO in Hong Kong will be diminishing and expect that there is a decrease in revenue from placing services in future periods. Beta HK plans to prioritize its core business including its traditional securities brokerage and handling services for Hong Kong stock securities in Hong Kong Capital market, developing securities brokerage and handling services for U.S. listed securities through Beta HK’s partners who have access to NYSE and Nasdaq capital market, underwriting services for U.S. dollar-denominated municipal bonds of PRC companies through our SFO Type 1 license in dealing with securities, as well as the commencement of financial advisory services in August 2024. In the meanwhile, Beta HK intends to continue offering placing services as part of its integrated capital markets solutions. However, Beta HK has been strategically adjusting the scope and focus of these services to align with market conditions and client demand since the first quarter of 2025. Beta HK’s strategic adjustments to the scope and focus of placing services include (1) primarily targeting small-to-medium-sized enterprises and private placements; (2) scaling resources dedicated to placing services proportionally with market activity, with an emphasis on high-quality transactions; and (3) maintaining flexibility to recalibrate its participation in placing services based on regulatory changes, investor sentiment, and IPO pipeline developments in Hong Kong and adjacent markets. These changes align with market conditions and client demand, because (1) demand remains resilient in small-to-medium-sized enterprises and private placements, despite the general slowdown of Hong Kong IPO market; (2) high-quality transactions align with Beta HK’s risk management and profitability criteria; and (3) this approach ensures continuity for existing clients while prudently managing exposure to a volatile IPO landscape.

Underwriting services fee

Underwriting services represented the services to soliciting potential buyers for the Chinese companies and assisting them to successfully issue the bonds in the market. During the six months ended December 31, 2024, Beta HK has completed three underwriting services for one customer for three separate bond issuances. First bond issuance was successfully listed on MOX in October 2024 with a gross bond issue proceed of US$67,000,000 at 0.106% of gross bond issue proceed with underwriting commission income of US$71,100. Second bond issuance was successfully listed on MOX in November 2024 with a gross bond issue proceed of US$33,000,000 at 0.164% of gross bond issue proceed with underwriting commission income of US$54,240. Third bond issuance was successfully listed on MOX in December 2024 with a gross bond issue proceed of US$100,000,000 at 0.287% of gross bond issue proceed with underwriting commission income of US$286,922. Subsequent to December 31, 2024, Beta HK entered into another underwriting service agreement with a third unrelated party, a Chinese company, to soliciting potential buyers for bond issuance with a gross bond issue proceed of US$200,000,000 and this underwriting is still undergoing as at the report date.

Custodial and other service income

Custodial and other service income represented the custodial service to investment companies for the custodian of securities on behalf of the customers. The custodial and other service income decrease by US$41,822 or 100% from US$41,822 for the six months ended December 31, 2023 to Nil for the six months ended December 31, 2024 was mainly due to all custodial and related service contracts with customers have been terminated or expired on or before June 30, 2024 without renewal since the Company shifted its related resources to securities brokerage commissions and financial advisory services.

The following table sets forth a breakdown of our general and administrative expenses for the six months ended December 31, 2024 and 2023:

Staff costs and employee benefits

Staff costs and employee benefits represented the salaries, bonus, commission and staff welfare paid or payable to the operation team, administrative department and management. Increase in staff costs and employee benefits by US$180,161 or 88% from US$204,387 for the six months ended December 31, 2023 to US$384,548 for the six months ended December 31, 2024 was mainly attributable to (i) increase salaries by approximately US$113,131 due to a Chief Executive Officer newly joined the Company to cope with the business expansion in financial year 2024; and (ii) increase in headcounts during the six months ended December 31, 2024 due to the plan to expand the business scale of the Company.

Legal and professional fees

Legal and professional fees mainly consist of audit fee, legal fee and professional fee for operation. Increase in legal and professional fees by US$576,804 or 2,997% from US$19,249 for the six months ended December 31, 2023 to US$596,053 for the six months ended December 31, 2024 was mainly due to the (i) increase in IT professional fee of US$231,155 for the maintenance cost of the IT trading system launched in 2024 while there was no such expense for the six months ended December 31, 2023; (ii) increase in professional fee of US$218,835 paid to auditor in relation to the Company’s proposed listing on NASDA; and (iii) legal and professional fees paid to lawyer and other parties for the re-organization.

Rent expense

For the six months ended December 31, 2024 and 2023, we incurred rent expenses totaling US$57,575 and US$10,998, respectively. The increase in rent expenses by US$46,577 was attributable to the newly signed lease agreement commenced in December 2023 with a lease term of two years.

Technology expense

Technology expenses mainly represent of the subscription costs for the future securities IT software. Increase in technology expenses by US$107,781 or 174% from US$61,844 for the six months ended December 31, 2023 to US$169,625 for the six months ended December 31, 2024 was mainly attributable to one-off payment for termination of the existing securities IT software agreement since July 2024 due to the change of another new IT software.

Other general and administrative expenses

Other general and administrative expenses mainly consist of entertainment, travelling expenses, depreciation, bank charges etc. Decrease in other general and administrative expenses by US$40,606 or 60% from US$67,653 for the six months ended December 31, 2023 to US$27,047 for the six months ended December 31, 2024 was mainly due to decrease in management fee charged by related companies for administration since all the agreements for supporting the operation were entered into by the Company directly with the third parties rather than centralizing by the related companies resulted in no management fee was charged by related companies during the period.

Other Income

Other income mainly consists of interest income from time deposits for the six months ended December 31, 2024 and 2023. Increase in other income by US$79,722 or 98% from US$81,584 for the six months ended December 31, 2023 to US$161,306 for the six months ended December 31, 2024 was mainly attributable to increase in bank interest income by US$47,641 or 58% from US$81,571 for the six months ended December 31, 2023 to US$129,212 for the six months ended December 31, 2024 due to increase in principal amount of fixed deposit placed in the bank during the six months ended December 31, 2024.

Income tax expenses (benefit)

The following table sets forth a breakdown of income tax benefit for the six months ended December 31, 2024 and 2023:

Provision for income tax expenses (benefit) primarily comprises deferred tax benefit.

Hong Kong current profits tax arose from the business operations of Beta HK in Hong Kong and their applicable tax rate is 16.5%. From year of assessment commencing on April 1, 2018, Hong Kong profits tax rates are 8.25% on assessable profits on the first HK$2 million and 16.5% on any assessable profits in excess of HK$2 million. Deferred tax benefit arose from the accumulated tax losses which can be utilized against taxable profits and the temporary difference between the carrying amounts and tax bases of assets. For the six months ended December 31, 2024 deferred tax expenses recognized was US$20,805 and for the six months ended December 31, 2023, deferred tax benefit recognized was US$48,927.

Net income (loss)

Decrease in net loss by US$466,583 from net loss of US$164,493 for the six months ended December 31, 2023 to net income of US$302,090 for the six months ended December 31, 2024, primarily due to increase in operating expenses and partially offset by the increase in revenue as mentioned above.

Liquidity and Capital Resources — As of June 30, 2024 and 2023

The following table sets forth a breakdown of our current assets and liabilities as of the dates indicated:

Loans to customers, net

Loans to customers primarily include margin loans extended to customers, collateralized by customers’ securities and are carried at the amount receivable (at amortized cost) net of allowance for expected credit losses. Collateral is required to be maintained at specified minimum levels at all times. The minimum level of collateral required is 20% of the fair market value of existing securities being held. We monitor margin levels and require customers to provide additional securities collateral, or reduce margin positions, to meet minimum collateral requirements if the fair value of the collateral changes.

Increase in loans to customers by US$1,571,770 from nil as at June 30, 2023 to US$1,571,770 as at June 30, 2024 was mainly attributable to the commencement of extending margin loans to customers since the license obtained since January 2024.

We apply the practical expedient based on collateral maintenance provisions under Accounting Standards Codification (ASC) 326, Financial Instruments — Credit Losses, in estimating an allowance for credit losses for collateral-dependent assets. In accordance with the practical expedient, when the Company reasonably expects that borrowers (or counterparties, as applicable) will replenish the collateral as required, there is no expectation of credit losses when the collateral’s fair value is greater than the amortized cost of the financial asset. If the amortized cost exceeds the fair value of collateral, then credit losses are estimated only on the unsecured portion. The Company’s policy is to charge off any delinquent margin loans, including the accrued interest on such loans. Accrued interest charged off is recognized as credit loss expense in the consolidated statements of operations and comprehensive income (loss). Customers with margin loans have agreed to allow the Company to pledge collateralized securities in accordance with applicable regulations. The collateral is not reflected in the consolidated financial statements. As of June 30, 2024 and 2023, allowance for expected credit losses was nil resulting from the assessment of credit losses for loans to customers.

Receivables from customers, broker-dealers and clearing organization

Receivables from customers arise from (i) the brokerage transactions of dealing with investment securities for cash customers; and (ii) financial advisory services. Receivables from broker-dealers and clearing organizations arise from the business of dealing with investment securities. Broker-dealers will require balances to be placed with them in order to proceed the US stock trading orders requested by the customers. Receivables from clearing organization typically represent proceeds receivable on trades that have yet to settle and are usually collected within two business days after the trade date.

Increase in receivables from broker-dealers and clearing organization by US$1,002,775 from nil as at June 30, 2023 to US$1,002,775 as at June 30, 2024 was mainly attributable to expansion of their business to dealing with the U.S. listed securities markets through other brokers with license in trading of U.S. listed securities on behalf of the customers during the year ended June 30, 2024.

In evaluating the collectability of receivables balances, the Company considers specific evidence including the aging of the receivable, the customers’ payment history, its current creditworthiness, its underlying equity securities secured and current and future economic trends.

As of June 30, 2024 and 2023, no receivables from customers and broker-dealers are past due or delinquent based on the repayment history of customers, broker-dealers and clearing organizations. As of June 30, 2024 and 2023, no receivables from clearing organizations are past due or delinquent as the receivables are normally being settled within two business days after the trade execution.

The Company regularly reviews the adequacy and appropriateness of the allowance for expected credit losses. The receivables are written off after all collection efforts have ceased. As of June 30, 2024 and 2023, the allowance for expected credit losses on receivables from customers, broker-dealers and clearing organizations was nil.

Payables to customers

Payables to customers represent payables to the Company’s customer in relation to the securities trading activities, which include the cash deposits received by the Company as requested by third party broker-dealers to place with them in order to proceed the trading orders requested by its customers, clearing organization payables due on pending trades and payable on demand, as well as the bank balances held on behalf of customers for any forthcoming trades to be requested by customers. Increase in balance by US$1,679,265 or 27.6% from US$6,084,185 as of June 30, 2023 to US$7,763,450 as of June 30, 2024 was mainly due to increase in both number of customers making deposits to the Company and amount deposits made by customers for securities trading due to foreseeable positive outlook for both Hong Kong and U.S. capital markets.

Contract liabilities

Contract liabilities of US$192,103 as of June 30, 2024 represent advances received from a client in the current year in relation to the provision of consultancy services of reorganization and industry research for intended IPO. The contract liabilities will be recognized as revenue and credited to statement of operation upon completion of performance obligation (i.e. the successful listing of the customers) since there is no right of payment from customers before the completion of service. As of June 30, 2024, the services were under process and recognized the receipt of US$192,103 as contract liabilities. There was no such balance as of June 30, 2023.

Lease liabilities

Lease liabilities mainly related to tenancy of our office premises in Hong Kong. Increase in lease liabilities by US$128,216 from nil as of June 30, 2023 to US$128,216 as at June 30, 2024 was mainly attributable to new lease agreement commenced in December 2023 with a lease term of two years.

Related parties balances

Balances with related parties are unsecured and repayable on demand and non-interest bearing of which no interest income was recognized on the funds advanced except for the loans to Xianxin Xiang, director of the Company which bears an interest rate of 4.8% per annum. These balances are non-trade in nature except for the loans to customer and payable to customer.

Liquidity and Capital Resources — As of December 31, 2024 and June 30, 2024

The following table sets forth a breakdown of our current assets and liabilities as of the dates indicated:

Loans to customers, net

Loans to customers primarily include margin loans extended to customers, collateralized by customers’ securities and are carried at the amount receivable (at amortized cost) net of allowance for expected credit losses. Collateral is required to be maintained at specified minimum levels at all times. The minimum level of collateral required is 20%

of the fair market value of existing securities being held. We monitor margin levels and require customers to provide additional securities collateral, or reduce margin positions, to meet minimum collateral requirements if the fair value of the collateral changes.

Decrease in loans to customers by US$15,284 from US$1,571,770 as at June 30, 2024 to US$1,556,486 as at December 31, 2024 was mainly attributable to the repayment from customers for margin loans outweighed the additional margin loans extended during the six months ended December 31, 2024.

We apply the practical expedient based on collateral maintenance provisions under Accounting Standards Codification (ASC) 326, Financial Instruments — Credit Losses, in estimating an allowance for credit losses for collateral-dependent assets. In accordance with the practical expedient, when the Company reasonably expects that borrowers (or counterparties, as applicable) will replenish the collateral as required, there is no expectation of credit losses when the collateral’s fair value is greater than the amortized cost of the financial asset. If the amortized cost exceeds the fair value of collateral, then credit losses are estimated only on the unsecured portion. The Company’s policy is to charge off any delinquent margin loans, including the accrued interest on such loans. Accrued interest charged off is recognized as credit loss expense in the consolidated statements of operations and comprehensive income (loss). Customers with margin loans have agreed to allow the Company to pledge collateralized securities in accordance with applicable regulations. The collateral is not reflected in the consolidated financial statements. As of December 31, 2024 and June 30, 2024, allowance for expected credit losses was nil resulting from the assessment of credit losses for loans to customers.

Receivables from customers, broker-dealers and clearing organization

Receivables from customers arise from (i) the brokerage transactions of dealing with investment securities for cash customers; and (ii) financial advisory services. Receivables from broker-dealers and clearing organizations arise from the business of dealing with investment securities. Broker-dealers will require balances to be placed with them in order to proceed the US stock trading orders requested by the customers. Receivables from clearing organization typically represent proceeds receivable on trades that have yet to settle and are usually collected within two business days after the trade date.

Increase in receivables from broker-dealers and clearing organization by US$350,340 from US$1,002,775 as at June 30, 2024 to US$1,353,115 as at December 31, 2024 was mainly attributable to expansion of their business to dealing with the U.S. listed securities markets through other brokers with license in trading of U.S. listed securities on behalf of the customers during the six months ended December 31, 2024.

Increase in receivables from customers by US$286,063 from US$1,458 as of June 30, 2024 to US$287,521 as at December 31, 2024 was mainly attributable to the receivable of service fee of US$287,433 from a bond issuer in regard to the service completed in December 2024 and settled in subsequent in January 2025.

In evaluating the collectability of receivables balances, the Company considers specific evidence including the aging of the receivable, the customers’ payment history, its current creditworthiness, its underlying equity securities secured and current and future economic trends.

As of December 31, 2024 and June 30, 2024, no receivables from customers and broker-dealers are past due or delinquent based on the repayment history of customers, broker-dealers and clearing organizations. As of December 31, 2024 and June 30, 2024, no receivables from clearing organizations are past due or delinquent as the receivables are normally being settled within two business days after the trade execution.

The Company regularly reviews the adequacy and appropriateness of the allowance for expected credit losses. The receivables are written off after all collection efforts have ceased. As of December 31, 2024 and June 30, 2024, the allowance for expected credit losses on receivables from customers, broker-dealers and clearing organizations was nil.

Payables to customers

Payables to customers represent payables to the Company’s customer in relation to the securities trading activities, which include the cash deposits received by the Company as requested by third party broker-dealers to place with them in order to proceed the trading orders requested by its customers, clearing organization payables due on pending trades and payable on demand, as well as the bank balances held on behalf of customers for any forthcoming trades to be requested by customers. Increase in balance by US$1,308,930 or 16.9% from US$7,763,450 as of June 30, 2024 to

US$9,072,380 as of December 31, 2024 was mainly due to increase in both number of customers making deposits to the Company and amount deposits made by customers for securities trading due to foreseeable positive outlook for both Hong Kong and U.S. capital markets for trading of security stocks.

Payables to clearing organization

Payables to clearing organization represent proceeds payables for securities trading per customers’ instructions, for the transfer from the bank accounts of customers’ monies held in trust for the benefit of its customers to the clearing organizations, were made as of December 31, 2024 but the monies were deducted from customers’ monies bank accounts after two business days from the trade date, i.e. after December 31, 2024. Increase in balance by US$3,114,155 or 100% from Nil as of June 30, 2024 to US$3,114,155 as of December 31, 2024 was mainly due to the timing difference for the orders for securities trading place at last two dates of December 31 2024 but the monies were actually deducted from restricted cash on January 2 to 3, 2025.

Contract liabilities

Contract liabilities of US$40,166 as of December 31, 2024 and US$192,103 as of June 30, 2024 represent advances received from a client in the current year in relation to the provision of consultancy services of reorganization and industry research for intended IPO. The contract liabilities will be recognized as revenue and credited to statement of operation upon completion of performance obligation (i.e. the successful listing of the customers) since there is no right of payment from customers before the completion of service. As of December 31, 2024 and June 30, 2024, the services were under process and recognized the receipt of US$40,166 and US$192,103 as contract liabilities.

Lease liabilities

Lease liabilities mainly related to tenancy of our office premises in Hong Kong. Decrease in lease liabilities by US$49,622 from US$128,216 (including the non-current portion) as of June 30, 2024 to US$78,594 as at December 31, 2024 was mainly due to the amortization of lease during the six months ended December 31, 2024.

Related parties balances

Balances with related parties are unsecured and repayable on demand and non-interest bearing of which no interest income was recognized on the funds advanced except for the loans to Xianxin Xiang, director of the Company which bears an interest rate of 4.8% per annum. These balances are non-trade in nature except for the loans to customer and payable to customer. All balances will be settled by cash before listing.

Cash Flows Analysis — For the years ended June 30, 2024 and 2023

The following table sets forth a summary of our cash flows information for the years indicated:

Cash provided by (used in) operating activities

Our cash inflow from operating activities was principally from receipt of revenues. Our cash outflow in operating activities was principally for payment of staff costs and employee benefits and other operating expenses.

For the year ended June 30, 2024, we had net cash provided by operating activities of US$624,902 mainly arising from net income from our operation of US$1,044,892, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items consisted of (i) depreciation of office equipment of US$700; (ii) amortization of intangible assets of US$13,571; and (iii) deferred tax expense of US$160,107. Changes in operating assets and liabilities mainly include (i) an increase in loans to customers of US$1,596,483 due to the commencement of extending margin loans to customers since the license obtained since January 2024; and (ii) an increase in receivables from brokers-dealers and clearing organizations of US$1,001,403 attributable to expansion of their business to dealing with the U.S. listed securities markets through other brokers with license in trading of U.S. listed securities on behalf of the customers during the year ended June 30, 2024; which was partially offset by (i) increase in payables to customers of US$1,657,729 which was mainly due to increase in both number of customers making deposits to the Company and amount deposits made by customers for securities trading due to foreseeable positive outlook for both Hong Kong and U.S. capital markets; (ii) a decrease in refundable deposits of US$168,453 due to withdrawal of deposit during the year; and (iii) an increase in contract liabilities of US$191,840 due to one-off advances received from a client in the current year in relation to the provision of consultancy services of reorganization and industry research for intended IPO which was still under process as of June 30, 2024.

For the year ended June 30, 2023, we had net cash used in operating activities of US$1,441,509 mainly arising from net loss from our operation of US$513,893, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items consisted of depreciation of office equipment of US$3,101 and deferred tax benefit of US$110,644. Changes in operating assets and liabilities mainly include (i) a decrease in payables to customers of US$939,152 due to settlement to customers during the year; partially offset by (ii) a decrease in prepaid expenses and refundable deposit of US$66,614 driven by the utilization of prepayments; and (iii) a decrease in receivables from customers of US$65,624 as a result of settlement from customers during the year.

Cash used in investing activities

Our cash used in investing activities was mainly for the purchase of intangible assets and office equipment.

For the year ended June 30, 2024, net cash used in investing activities was US$73,117 represented (i) the purchase of intangible assets of US$69,063; and (ii) the purchase of office equipment of US$4,054.

For the year ended June 30, 2023, there was no net cash used in investing activities.

Net cash (used in) provided by financing activities

Our cash provided by financing activities was principally represented the fund transfer between the Company and related parties and deferred offering costs.

For the year ended June 30, 2024, net cash used in financing activities of US$1,392,852 consisted of (i) repayment to a related party of US$1,278,937; and (ii) prepaid deferred offering costs of US$113,915.

For the year ended June 30, 2023, net cash provided by financing activities of US$18,692 represented repayment from a related party.

Cash Flows Analysis — For the six months ended December 31, 2024 and 2023

The following table sets forth a summary of our cash flows information for the six months indicated:

Cash provided by operating activities

Our cash inflow from operating activities was principally from receipt of revenues. Our cash outflow in operating activities was principally for payment of staff costs and employee benefits and other operating expenses.

For the six months ended December 31, 2024, we had net cash provided by operating activities of US$4,029,037 mainly arising from net income from our operation of US$302,090, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items consisted of (i) depreciation of office equipment of US$407; (ii) amortization of intangible assets of US$6,207; and (iii) deferred tax assets of US$20,805. Changes in operating assets and liabilities mainly include(i) increase in payables to customers of US$1,265,079 which was mainly due to increase in both number of customers making deposits to the Company and amount deposits made by customers for securities trading due to foreseeable positive outlook for both Hong Kong and U.S. capital markets and (ii) increase in payables to clearing organization of US$3,106,448 which was mainly due to timing difference for the transfer of customers’ monies from restricted cash to clearing organization for security stocks trading; which were partially offset by (i) a decrease in contract liabilities of US$152,463 due to the recognition of revenue outweighed the receipt in the current period; (ii) an increase in receivables from brokers-dealers and clearing organizations of US$344,244 attributable to expansion of their business to dealing with the U.S. listed securities markets through other brokers with license in trading of U.S. listed securities on behalf of the customers during the six months ended December 31, 2024; and (iii) an increase in receivables from customers of US$285,348 attributable to the receivable of service fee of US$287,433 from a bond issuer in regard to the service completed in December 2024.

For the six months ended December 31, 2023, we had net cash provided by operating activities of US$6,989,668 mainly arising from net loss from our operation of US$164,493, as adjusted for non-cash items and changes in operating assets and liabilities. Adjustments for non-cash items consisted of (i) depreciation of office equipment of US$295; (ii) amortization of intangible assets of US$2,061; and (iii) deferred tax assets of US$48,927. Changes in operating assets and liabilities mainly include (i) an increase in payables to customers of US$7,074,987 which was mainly due to increase in both number of customers making deposits to the Company and amount deposits made by customers for securities trading due to foreseeable positive outlook for both Hong Kong and U.S. capital markets; and (ii) a decrease in refundable deposits of US$155,222 due to withdrawal of deposit during the six months ended December 31, 2023; partially offset by (i) an increase in receivables from brokers-dealers and clearing organizations of US$43,268 attributable to expansion of their business to dealing with the U.S. listed securities markets through other brokers with license in trading of U.S. listed securities on behalf of the customers during the six months ended December 31, 2023.

Cash used in investing activities

Our cash used in investing activities was mainly for the purchase of intangible assets and office equipment.

For the six months ended December 31, 2024, there was no net cash generated from or used in investing activities.

For the six months ended December 31, 2023, net cash used in investing activities was US$71,700 represented (i) the purchase of intangible assets of US$69,063; and (ii) the purchase of office equipment of US$2,637.

Net cash used in financing activities

Our cash provided by financing activities was principally represented the fund transfer between the Company and related parties and deferred offering costs.

For the six months ended December 31, 2024, net cash used in financing activities of US$282,809 consisted of (i) advance to shareholders of US$3,818; and (ii) prepaid deferred offering costs of US$278,991.

For the six months ended December 31, 2023, net cash used in financing activities of US$1,278,952 represented repayment to a related party.

Liquidity and Capital Resources

As of December 31, 2024, we had cash and cash equivalents of US$1,906,055 and restricted cash of US$10,983,439. To date, we have financed our operations primarily through net cash flow from operations and the financing ability of existing shareholders. We expect to finance our operations and working capital needs in the near future from part of our net proceeds of the initial public offering and cash generated through operations.

We believe that our current levels of cash and cash flows from operations, combined with the net proceeds from this offering, will be sufficient to meet our anticipated cash needs for our operations and expansion plans for at least the next 12 months. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Commitments

Operating lease commitment as a lessee

The maturity analysis of the Company’s undiscounted non-cancellable operating lease obligations as of June 30, 2024 is as follows:

The maturity analysis of the Company’s undiscounted non-cancellable operating lease obligations as of December 31, 2024 is as follows:

approximately 35%, 24% and 22% of the Company’s total revenue, respectively, and all of these revenues were derived from Beta HK’s placing service fees. For the year ended June 30, 2023, seven customers accounted for approximately 11%, 10%, 10%, 10%, 10%, 10% and 10% of the Company’s total revenue, respectively.

As of December 31, 2024, three customers accounted for approximately 35%, 18% and 15% of the Company’s loans to customers balance, respectively. As of June 30, 2024, two customers accounted for approximately 72% and 18% of the Company’s loans to customers balance, respectively. As of June 30, 2023, there were no loans to customers.

As of December 31, 2024, two customers accounted for approximately 16% and 12% of the Company’s payables to customers balance, respectively. As of June 30, 2024, four customers accounted for approximately 15%, 14%, 14% and 13% of the Company’s payables to customers balance, respectively. As of June 30, 2023, four customers accounted for approximately 18%, 18%, 18% and 18% of the Company’s payables to customers balance, respectively.

This concentration of business volume with the Group’s major customers makes the entity vulnerable to a reduction in liquidity or income from operations, because the three major customers which accounted for approximately 27%, 23% and 12% of the Company’s total revenue, respectively, for six months ended December 31, 2024 and approximately 35%, 24% and 22% of the Company’s total revenue, respectively, for the year ended June 30, 2024 and were all about Beta HK’s placing service fees. We anticipate that the capital market for IPO in Hong Kong will be diminishing and expect that there is a decrease in revenue from placing services in future periods. See “Risk Factors — Risks Related to Our Business — The operating entities’ business may rely on a few customers that each account for more than 10% of our total sales. Interruptions in operations in such major clients may have an adverse effect on our business, financial condition, and results of operations.” and “Risk Factors — Risks Related to Our Business — Our IPO placing services in Hong Kong are highly sensitive to economic circumstances, and a weak economy may adversely and materially impact this part of our business.”

The Group manages the concentration of business volume by diversifying its business with different revenue sources including securities brokerage and handling services for U.S. listed securities through its partners that have access to NYSE and Nasdaq capital markets, underwriting services for U.S. dollar-denominated municipal bonds of PRC companies through our SFO Type 1 license in dealing with securities, as well as the commencement of financial advisory services. Moreover, our responsible officers manage the concentration risk by daily monitoring the status of securities being held in the Group, transaction types and deposit amount placed in the trading accounts to ensure lower risk of concentration. However, the Group expects a small number of customers to continue to make up a large portion of its revenue in future years.

Interest rate risk

The Group’s exposure on fair value interest rate risk mainly arises from its fixed banks deposits with maturity dates ranging from one day to one month. It also has exposure on cash flow interest rate risk which is mainly arising from its current deposits with banks.

In respect of the exposure to cash flow interest rate risk arising from floating rate non-derivative financial instruments held by the Group, such as cash and cash equivalents and restricted cash, at the end of the reporting period, the Group is not exposed to significant interest rate risk as the interest rates of cash at bank are not expected to change significantly.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. As of December 31, 2024, the Company was not subject to significant liquidity risk.

Foreign currency risk

The reporting currency of the Company is US$. To date the majority of the revenues and costs are denominated in Hong Kong Dollar and a significant portion of the assets and liabilities are denominated in Hong Kong Dollars. There was no significant exposure to foreign exchange rate fluctuations and the Company has not maintained any hedging policy against foreign currency risk. The management will consider hedging significant currency exposure should the need arise.

INDUSTRY

Unless otherwise indicated, all information and data provided in the section is cited from the industry report commissioned by us and issued by Frost & Sullivan. Although we believe the data and information included in the Frost & Sullivan report to be reliable, we have not independently verified the accuracy or completeness of the information and data included therein. This section also includes projections based on a number of assumptions. The online brokerage and related industries may not grow at the rate projected by market data, or at all. Failure of these markets to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares.

Overview

Through Beta HK, our major operating subsidiary, we mainly operate the following businesses within the financial sector: (i) placing services, (ii) securities dealing and brokerage services, (iii) margin loans and IPO financings, (iv) underwriting services for U.S. dollar-denominated municipal bonds of PRC companies. We set out below a brief overview of the following markets, to better provide the context of the industry in which we operate and/or plan to expand into: (a) Security Trading Markets; and (b) China LGFV Offshore Bond Market.

Security Trading Markets

Although we do not operate a securities exchange, the services that we provide to our customers and clients are inextricably linked to several security trading markets, and we thus set out below an overview of them.

Background

The trading of securities globally is generally facilitated by a number of key exchanges, including but not limited to the exchanges the following jurisdictions:

•        Hong Kong:    Hong Kong Stock Exchange (HKEX)

•        United States:    New York Stock Exchange (NYSE) and NASDAQ Stock Market

•        Southeast Asia:    Indonesia Stock Exchange (IDX), Stock Exchange of Thailand (SET), and Malaysian Exchange (Bursa Malaysia).

To put simply, these exchanges allow companies to list their securities, and enable a secondary market for the trading of such securities.

Through its brokerage services, Beta HK currently allows its customers to trade securities on the HKEX, NYSE and NASDAQ Stock Market, and certain China stock markets. Please see “Securities Dealing and Brokerage Services” on page 90 for more information.

Security Trading Market in Hong Kong

Beta HK operates in the security trading market in Hong Kong. HKEX security market consists of two trading platforms: the Main Board and the Growth Enterprise Market (GEM). The Main Board is designed for companies with a stable business foundation that meet profitability or other financial requirements. Companies listed on the Main Board include large corporations, banks, public institutions, and property developers. The GEM, as a secondary board and a stepping stone to the Main Board, is intended for companies that do not yet meet the listing requirements of the Main Board. As of November 12, 2024, there are 2,299 listed companies on the Main Board and 323 listed companies on the GEM.

Supported by macroeconomic factors including Hong Kong’s high population density and strong GDP per capita, HKEX has positioned as a highly developed, urbanized region with a stable financial and legal system, attracting both regional and international investors, HKEX offers a wide array of securities, from equities and fixed income to derivative products, and serves as a primary gateway for Chinese companies seeking to access global capital. It is a dynamic and globally influential exchange with unique strengths in connecting East and West.

Source: World Bank, Frost & Sullivan

Securities Trading Market in the U.S.

Although Beta HK does not directly operate in the securities trading market in the U.S., it works with its partners to execute such trades on behalf of its customers. The United States has several major securities exchanges, which mainly are the New York Stock Exchange (NYSE) and the NASDAQ Stock Market. The New York Stock Exchange

(NYSE), located on Wall Street and founded in 1792, is one of the most influential exchanges in the world, with a rich history and strong legacy. It has strict listing requirements, including high profitability, market capitalization, and a significant public float. The NASDAQ Stock Market, established in 1971 by the National Association of Securities Dealers (NASD), was the world’s first electronic stock exchange. With more flexible listing requirements, NASDAQ places greater emphasis on the growth potential and technological innovation of companies, attracting numerous high-tech, internet, and innovative firms.

The U.S. stock market provides a range of policies designed to facilitate listing and fundraising, including the registration system, which emphasizes information disclosure over profitability requirements; a tiered market structure, offering distinct market segments and clear pathways for companies to transition between them; the JOBS Act, which streamlines the listing process and reduces disclosure requirements for emerging growth companies; and innovative listing mechanisms such as direct listings and SPAC IPOs. These policies have enabled companies, including those transitioning from the OTC market, biotech firms, and others to access public capital with greater efficiency and flexibility.

We have included the following chart, because Beta HK works with its partners to execute such trades on behalf of its customers. In addition, we have set up Beta US, a subsidiary in the U.S., with the plan to develop our U.S. investment banking services and broker-dealer services.

Source: World Bank, Frost & Sullivan

Securities Trading Market in Southeast Asia

We have not operated in the securities trading market in Southeast Asia yet. The security exchange markets in Southeast Asia, including those in Thailand, Indonesia, and Malaysia, reflect the region’s dynamic growth fueled by rising populations and increasing GDP per capita. These countries possess young, rapidly urbanizing populations, leading to greater consumers pending and investment potential, which supports the expansion of their capital markets. The Indonesia Stock Exchange (IDX), established in 1912, is the sole exchange in the country supporting the trading of equities, fixed-income products, and derivatives. The Stock Exchange of Thailand (SET), established in July 1962, operates three markets: equities, bonds, and derivatives. While the Malaysian Exchange (Bursa Malaysia) is a holding company based in Malaysia.

Each exchange in Southeast Asia has developed robust frameworks to attract both domestic and foreign investment, fostering a diverse range of securities from equities and bonds to derivatives. The economic growth in these countries is complemented by strong governmental support for financial market development, including incentives for initial public offerings (IPOs) and sustainable finance initiatives. As these exchanges cater to growing middle-class populations and international investors looking to capitalize on emerging-market growth, they play an increasingly important role in facilitating capital formation and economic development across Southeast Asia.

We have included the following charts, because although Beta HK’s current brokerage services do not enable its customers to trade securities on markets in Southeast Asia, we plan to expand to this area and use part of the proceeds from this Offering to apply for brokerage licenses to be made to the relevant regulators in the following Southeast Asian countries: Malaysia, Thailand, and Vietnam.

Notes: 1. Southeast Asia refers to Thailand, Indonesia and Malaysia in the chart; 2. Population refers to the sum of that in Thailand, Indonesia and Malaysia and GDP Per Capital refers to weighted average of that in Thailand, Indonesia and Malaysia in the chart.

Source: World Bank, Frost & Sullivan

We have included the following information and charts, because (1) Beta HK operates in HK, (2) Beta HK works with its partners to execute such trades on behalf of its customers, and we have set up Beta US, a subsidiary in the U.S., with the plan to develop our U.S. investment banking services and broker-dealer services, (3) Beta HK supports the trading of stock listed on China stock exchanges, through China Connect (as defined below), and (4) although Beta HK’s current brokerage services do not enable its customers to trade securities on markets in Southeast Asia, we plan to expand to this area and use part of the proceeds from this Offering to apply for brokerage licenses to be made to the relevant regulators in the following Southeast Asian countries: Malaysia, Thailand, and Vietnam.

Global Securities Trading Volume by Listing Venue

The global security market, which includes a diverse range of financial instruments such as stocks, bonds, exchange-traded funds (ETFs), derivatives, and other securities, experienced significant growth in trading volume, and it has reached USD 88.9 trillion in 2019 and is expected to reach USD 134.5 trillion in 2024, with a CAGR of 8.6%. Several key factors are driving this growth. These include the ongoing demand for capital from enterprises through capital markets, the continued rise in disposable income among retail investors, and the ongoing innovations in brokerage products and services that are enhancing market accessibility and efficiency. The slight decrease in global securities trading is due to the impact of COVID-19 and ongoing geopolitical conflicts. As the global economy recovers and geopolitical tensions ease, combined with increased liquidity and improved market sentiment, further growth in securities trading volume is expected.

Note: Southeast Asia refers to Thailand, Indonesia and Malaysia in the chart.
Source: HKEX, NASDAQ, NYSE, SET, IDX, BURSA MALAYSIA, SSE, SZSE, Frost & Sullivan

Global Securities Online Trading Volume by Listing Venue

The global securities online trading penetration rate increased from 43.1% in 2019 to 57.5% in 2023, and it is expected to reach 58.9% in 2024. The increasing penetration of online securities trading is driven by technological advancements that enhance trading convenience, efficiency, and access to information. Additionally, evolving investor demands, heightened competition within the securities industry, and a favorable policy environment contribute to this growth.

Note: Southeast Asia refers to Thailand, Indonesia and Malaysia in the chart.
Source: HKEX, NASDAQ, NYSE, SET, IDX, BURSA MALAYSIA, SSE, SZSE, Frost & Sullivan

China Local Government Financing Vehicle (LGFV) Offshore Bond Market

Background of the LGFV Offshore Bond Market

Beta HK operates in this market in Hong Kong. China Local Government Financing Vehicle (LGFV) offshore bonds are bonds issued by Chinese local government financing platforms (LGFVs) international markets, dominated in foreign currencies, primarily U.S. dollars, which enable state-owned entities created by local governments to raise funds for infrastructure, urban development and other public projects.

LGFVs emerged as a mechanism for Chinese local governments to finance projects despite legal limitations on direct debt issuance. By establishing LGFVs, local governments bypass certain restrictions and indirectly support funding needs through bond issuance. Recently, LGFVs have turned to international capital markets to diversify funding sources, attract foreign investment and potentially benefit from favorable foreign interest rates or liquidity options.

Security companies or other financial institutions provide various services that are essential for the successful issuance, pricing and distribution of LGFV offshore bonds to investors as they assist in mitigating risks associated with LGFV offshore bonds’ varying credit profiles and provide necessary global market access. By bridging LGFVs with international capital markets, underwriters play a critical role in broadening LGFVs’ funding options, while their expertise and support can significantly enhance investor confidence and market stability for Chinese LGFV offshore bonds.

China LGFV Offshore Bond Issuance Number and Scale

From 2019 to 2024 as expected, China’s LGFV offshore bond issuance has shown a steady growth in both the number of issuances and total issuance scale, which is primarily driven by LGFVs seeking greater flexibility amid domestic deleveraging policies and local government debt control measures. Offshore bonds offer a strategic financing alternative as they face relatively lower regulatory bundles compared to onshore bonds, with fewer restrictions on funding use and a streamlined approval process. Furthermore, the need for infrastructure development and urbanization in China has kept the demand for LGFV funding high while global investors attracted by China’s economic resilience and LGFV bonds’ relatively stable returns, continue to show strong interest. Therefore, the issuance number and scale of China LGFV offshore bond is expected to reach 300 and USD 47.1 billion in 2024, representing a CAGR of 15.5% and 5.2% from 2019, respectively.

Drivers and Trends of China LGFV Offshore Bond Industry

Diversification of Funding Sources.    With stricter domestic financial regulations and rising debt concerns in China, LGFV are increasingly exploring offshore bonds to diversify their funds sources, allowing it to further penetrate into international capital especially through USD-dominated bonds, thus providing considerable flexibility to meet infrastructure financing needs. Offshore bonds help LGFVs avoid local credit restrictions and access a broader investor pool. Also, underwriters play a critical role in assisting LGFVs in entering foreign markets by structuring, pricing, and marketing these bonds in ways that align with the expectations and risk profiles of international investors, which is essential for helping LGFVs meet the standards required to attract offshore investors and present an attractive profile in unfamiliar markets.

Increasing High-yield Appeal and Investor Demand.    With a relatively high potential yields compared to other international bonds, LGFV offshore bonds attract global and regional investors who are diversifying their portfolios with high-return assets. With emerging markets such as Southeast Asia rapidly growing, investors are increasingly interested in high-yield bonds tied to China’s infrastructure expansion, with relatively attractive returns and a unique diversification opportunity. During the process, underwriters connect LGFVs with international investors by leveraging their market networks and knowledge of local demand by organizing roadshows, investor presentations and proving insights into the creditworthiness of LGFVs, easing concerns and bridging gap between China’s financing vehicles and international investors.

Enhanced Role of Underwriters.    The complicated risk profile of LGFV offshore bonds necessitates experienced underwriters to mitigate perceived risks for investors. Underwriters conduct thorough due diligence, establish fair pricing, and support secondary market liquidity to help sustain investor confidence. They also provide advisory services, guiding LGFV offshore bonds on regulatory compliance and market preferences. In international markets where regulatory landscapes and investment appetites differ, underwriters also localize the issuance process and ensure bonds adhere to regional standards. Their role in maintaining secondary market stability, managing perceived risks, and supporting liquidity is important by ensuring LGFV offshore bonds’ security while gaining popularity, making LGFVs offshore bonds a viable option for long-term infrastructure investment.

BUSINESS

Overview

We, through our operating subsidiaries (mainly Beta HK for the last two fiscal years), are a Hong Kong-based financial services provider.

We have two wholly owned subsidiaries: Beta BVI and Ascent BVI. Beta BVI wholly owns Beta HK and Beta Hengrui. Ascent BVI wholly owns Beta US. Beta BVI did not have any revenue in the fiscal years ended June 30, 2024 and 2023, but has minimal revenue after June 30, 2024. Ascent BVI is a holding company and does not have any operations. Beta US has not started any operations yet.

Beta HK is a direct subsidiary of Beta BVI. In the last two fiscal years, it was principally engaged in the provision of (i) securities dealing and brokerage services, (ii) margin loans and IPO financings, and (iii) placing services for Hong Kong IPOs. Our current operations are mainly carried out through Beta HK, which is licensed to conduct (i) Type 1 (dealing in securities) regulated activities under the SFO in Hong Kong, and (ii) Type 4 (advising on securities) regulated activities under the SFO in Hong Kong. Beta HK is a Stock Exchange Participant and a participant of the HKSCC (direct clearing participant).

The list below sets forth the licenses obtained by Beta HK under the jurisdiction of Hong Kong:

•        HKSFC Type 1 License — Dealing in securities

•        HKSFC Type 4 License — Advising on securities

At present, Beta’s Responsible Officers with respect to activities regulated under the HK SFC licenses are:

•        Mr. IP Fai Kit

•        Mr. LEUNG Yat Ying

•        Mr. XIANG Xianxin

The service offerings of Beta HK comprises of the following:

•        Placing Services.    Starting from December 2023, Beta HK acts as placing agent of listed companies on HKEX in connection with their issuance or sale of securities, in return for placing commission based on fixed percentage of the gross amount of fundraising from the transaction, either IPO or other fundraising activities. Beta HK also charges investors a brokerage commission when they subscribe for or acquire securities in respect of offerings of listed issuers who engaged Beta HK to provide placing services in respect of the relevant securities.

•        Securities Dealing and Brokerage Services.    Beta HK started this business in 2004 under a different name and it changed its name to Beta International Securities Limited in December 2023.

•        Beta HK provides securities dealing and brokerage services for trading in securities on HKEX, through its proprietary online brokerage platform, “Beta INT Securities”. Beta HK also acts as an intermediary between buyers and sellers of securities listed on the Main Board and GEM of HKEX, and facilitates its clients’ trading of securities listed on selected overseas stock exchanges, including the United States through its another securities firm that has the appropriate licenses to process such trades, in return for brokerage commission income.

•        Beta HK facilitates the subscriptions to IPOs on HKEX, either conducted by Hong Kong issuers who engage Beta for placing services (see Placing Services above), or conducted by other financial services providers in Hong Kong.

•        Margin Loans and IPO Financings.    Starting from January 2024, Beta HK also provides margin loans and IPO financings, for the purpose of purchasing securities in an IPO before the issuers are listed on HKEX and for general financing purposes. These margin loans enable Beta HK’s customers to invest more than the required deposit of 10% – 30% of funds. In the case of an IPO, the loan provided by us, which is a short-term, interest-bearing loan, typically covers 95 – 98% of the investment amount, and is repaid right

after the allotment result release. Once the investor is allotted shares cost over the required deposit and a part of loan is used for the shares, the shares can be sold and the proceeds are utilized to repay the loan of the financial institution, with any remaining balance going to the investor. Beta HK also offers margin financing to existing customers for general trading purposes, and charges its customers an interest rate of 4.8% – 6.8% on such loans.

In addition, Beta HK has been developing Underwriting Services for U.S. dollar-denominated municipal Bonds of PRC Companies in 2024. These municipal investment overseas bonds are U.S. dollar-denominated bonds issued by Chinese companies — generally by Chinese real estate developers, real estate investment platforms, and financial institutions, and could be attractive investments in a volatile market with rising interest rates. Our management has rich experience and project resources in U.S. dollar bond projects. Beta HK is currently promoting U.S. dollar bond projects in Zhejiang, Jiangsu, Shaanxi and other places. Because bond projects generally have a long cycle (4-6 months), as of the end of June 2024, no revenue was generated.

Beta Hengrui was incorporated on March 24, 2025, as our vehicle for other potential lines of business that we are currently exploring. At present, Beta Hengrui has not commenced operations.

Beta BVI started Financial Advisory Services in August 2024. Beta BVI acts as a general coordinator and consultant to companies seeking to list on stock exchanges in the U.S., such as NASDAQ or NYSE, and guides its clients through the entire listing process. Such services encompasses a broad scope, including selecting and engaging suitable intermediaries such as the potential issuer’s securities and local counsels, auditors, lead underwriters, underwriters’ counsels, printing companies, stock transfer companies, and investor relations firms. Beta BVI also organizes, coordinates, and supervises all intermediaries, according to the client’s listing schedule, to ensure that the listing process remains on track, and helps its clients address and resolve any issues that arise during the listing process. Beta BVI also assists the investment bank in organizing and securing investments in the IPO.

Our revenues were US$2,348,380 and US$125,219 for the years ended June 30, 2024 and 2023, respectively. We recorded net income of US$1,044,892 and net loss of US$513,893 for the years ended June 30, 2024 and 2023, respectively. We plan to keep the business of our operating subsidiary, Beta HK, growing, by strengthening their securities brokerage, margin loans and IPO financings, and placement services. The diversified business portfolio allows Beta HK to create synergies between its business lines, generate new business opportunities for each business segment and provide integrated financial services to clients.

Competitive Advantages

We believe the following competitive strengths have contributed, and will contribute, to our growth.

A proven and experienced management team consisting of industry veterans

Our management team comprises experienced and competent professionals consisting of industry veterans in Hong Kong’s financial services industry with substantial expertise and experience in formulating business strategies, monitoring and supervising compliance matters, overseeing financial condition and performance, and managing, executing and supervising our operations with an aim to provide services to our clients in a reliable, efficient and professional manner. Our members of our core management team, which are also among our Major Shareholders, have rich experience in the IPO placing business in Hong Kong, and bring with them strong management skills and business networks that are vital to our success. Amongst others, we have directly placed investments in the IPOs of four companies on HKEX over the past one year. Of these, 75% of such companies were introduced to us through our Major Shareholders and core management.

Leveraging on our management team’s experience and networks in the financial industry, we believe that Beta HK would be able to respond promptly and appropriately to the ever-changing market conditions and environment as well as continue to expand our client base. Further, Beta HK has an experienced team of licensed representatives who are responsible for carrying out our regulated activities, together with our professional staff who carry out requisite business functions (including compliance, risk management, finance, accounting, and settlement). Under the direction of our management team, we are able to implement our business strategies, provide quality services to our clients, manage our compliance and risks, identify and capture business opportunities, maintain relationships with existing clients, and procure prospective clients.

A leading platform for trading global securities online among Hong Kong investors

Over the past year, we saw tremendous growth in the usage of our online brokerage services since the launch of our mobile application — the total number of customer accounts increased from 7,499 as at June 30, 2023 to 7,781 as at June 30, 2024, and the monthly transaction amount increased from HKD9,561,532 as at June 30, 2023 to HKD189,550,928.72 as at June 30, 2024, representing an increase of 1,982%.

With the increasing amount of investable assets of individuals in Hong Kong, coupled with increasing financial literacy of the populace in Hong Kong, there is a growing demand for access to secondary capital markets by retail investors. The U.S. stock markets as well as HKEX are recognized as some of the most mature stock markets in the world with the largest market capitalization and the highest liquidity, and investing in companies listed on these exchanges has become an increasingly popular option amongst Hong Kong investors.

High caliber retail customer base with great growth potential and engagement

Specifically with respect to our securities dealing and brokerage services, as a result of the increasing financial literacy across investors in Hong Kong, as well as our effective and aggressive customer acquisition strategies, many of our current customers are young and affluent with high personal wealth growth potential. As of June 30, 2024, 33.18% of our individual customers were under 40 years old, and 18.79% had an annual income of over US$100,000. Based on our studies, we find that such customers have great potential to grow their personal wealth and engage in more investment activities in the future, and will become even more valuable customers as time passes.

This combination of demographic and behavioral characteristics signifies that our customers have high aptitude to engage and invest their assets on our trading platform.

Deployment and usage of market-leading IT products and systems for a smooth user experience

For our securities dealing and brokerage services, the cornerstone of that offering is our mobile application, Beta INT Securities. As such, we have ensured that the vendors that we have engaged in order to provide such services are industry-leading vendors that provide premium offerings to us, which will benefit our customers. Currently, we have engaged Longbridge Whale Technology Hong Kong Co., Ltd. (“Longbridge”), a prominent and well-respected brokerage service provider, to develop the Beta INT Securities and its back office system, and to provide relevant services.

Beta INT Securities is an application based on cutting-edge technology, and is highly usable, scalable, and secure. It provides full control of brokerage operations to us, and covers a variety of transaction methods, as well as markets (including HKEX, Nasdaq, and NYSE). Beta INT Securities also provides us and our customers with comprehensive market information from multiple sources. In addition, Beta INT Securities integrates market data and other information such as offering trends, credit ratings and institutional insights. It also allows us to manage financial risk through a number of methods, including by controlling the purchasing limits of our customers. Additionally, Beta INT Securities boasts significantly low latency (less than 5 milliseconds) for each trade, which makes it highly reliable, and which is crucial in enabling our customers to respond to market movements without delay. Additionally, the application is equipped with an open API framework to support future growth and expansion.

Related to Beta INT Securities Longbridge also develops and provides us with a back office system to support our customers’ trading activities. The back office services provided by Longbridge supports a partially automated clearing system, which is capable of completing day-end clearing for 100,000 clients in just 20 minutes, and is able to realize real-time market monitoring and intelligent auto-closeout. It also features a variety of automation tools, including automatic margin adjustments, to enhance our risk control and compliance operation.

Beta INT Securities is designed to be highly accessible and easy to use by our customers. Amongst others, it boasts a simple interface, and allows our customers to trade in securities without hassle. We believe that Beta INT Securities’ simplicity is crucial to its strong performance in the market, as it reduces barriers to access of the financial markets for our customers.

Reasonable fee structure

We believe in maximizing value and cultivating a long-term relationship with all of our clients and customers across all of our services. As such, we have structured our fees for each of our services to be reasonable. In our view, this is crucial to building trust and our brand image amongst our clients and customers.

Our Growth Strategies

We aspire to, through our subsidiaries, become the leading financial services provider for all of our services. To achieve this goal, we intend to leverage on our existing strengths and pursue the following strategies:

Expanding our securities dealing and brokerage market presence in relation to the United States exchanges

We have observed an increasing trend in our customers’ demand for securities trading on U.S. exchanges over the past one year. For the six months ended June 30, 2024, 43.4% of our brokerage commission income was derived from the trades in the United States market, whilst 56.6% were derived from HKEX. We currently rely on a third party to execute our customers’ securities trades on United States exchanges. We have set up Beta US, a subsidiary in the U.S., with the plan to develop our U.S. investment banking services and broker-dealer services.

Further development of our margin loans and IPO financings

Beta HK has been offering margin loans and IPO financings since January 2024. This service applies to securities listed on HKEX and U.S. exchanges. Since January 2024, we have observed an increase in client’s demand to provide margin financing to facilitate their purchase of securities listed on the stock exchanges and short-term IPO financing for subscription of shares, as well as for their general trading purposes. Margin financing refers to the loan of funds by a securities brokerage firm, for the purposes of carrying out margin trading on a leveraged basis, with the relevant securities purchased serving as collateral for the loan granted by the securities brokerage firm.

We intend to further broaden and develop the securities and IPO financing business. Amongst others, we intend to enlarge our capital resources, while being compliant with the relevant financial resources rules and the Guidelines for Securities Margin Financing Activities published by the SFC. We intend to apply part of the net proceeds from this offering to further develop our Beta HK’s margin loans and IPO financings. With the expansion of the margin lending capabilities of Beta HK by increasing the amount of share capital which may be utilized for the purpose of granting margin loans, we intend to enhance the size and volume of margin loans that Beta HK may be able to extend to our clients, whilst still operating within our risk tolerance limits.

Strengthening our placing services in HK

The placing business of companies seeking to list on HKEX is one of our core businesses. Based on information published by HKEX, from 2021 to 2023, the number of IPOs on HKEX was 98, 90 and 73 respectively,1 and from January 2024 to June 2024, there were 29 IPOs on HKEX.2 Although the number of IPOs on HKEX appears to have been on a downward trend over the past few years, based on information available from HKEX, there are still a large number of companies that are currently undergoing their IPO processes for listing on HKEX, and we expect that there would be a reversal of this downward trend in the new few years.

Given this, we intend to further strengthen the market position of this business by capitalizing on opportunities arising from sustainable growth in the Hong Kong capital market by (i) extending Beta HK’s industry networks; (ii) exploring business opportunities, in particular, to take up more significant values or to participate in a more significant manner (in terms of placing amounts) in respect of project engagements; and (iii) expanding the placing team of Beta HK through the recruitment of additional staff, including Responsible Officers of director-grade and above, and who possess extensive securities and equity capital markets experience, as well as network and staff dealers with equity capital market and finance experience.

Developing underwriting services for U.S. dollar bond projects of PRC Companies

One additional service offering that we are expanding into is to underwrite municipal bonds issued by companies in the PRC. In general, these municipal bonds are U.S. dollar-denominated bonds issued by Chinese companies — generally by Chinese real estate developers, real estate investment platforms, and financial institutions, and could be attractive investments in a volatile market with rising interest rates.

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1        Based on HKEX Annual Market Statistics for 2023, 2022 and 2021, source: https://www.hkex.com.hk/Market-Data/Statistics/Consolidated-Reports/Annual-Market-Statistics?sc_lang=en

2        Based on information contained within the monthly bulletin of HKEX, source: https://www.hkex.com.hk/Market-Data/Statistics/Consolidated-Reports/Monthly-Bulletin

Our management has rich experience and project resources in U.S. dollar municipal bond projects. Beta HK is currently promoting U.S. dollar bond projects in Zhejiang, Jiangsu, Shaanxi and other places. Because bond projects generally have a long cycle (4-6 months), as of the end of June 2024, no revenue was generated. After June 30, 2024, we have underwrote three municipal bonds.

Services

1.      During the years ended June 30, 2024 and 2023 and the six months ended December 31, 2024, we provided the following services through Beta HK:

Hong Kong Placing Services

The placing of IPOs and secondary offerings in Hong Kong is one of Beta HK’s core business lines, and our core management team has more than five years of experience in this regard. Beta HK started this business in the year ended June 30, 2024 and 81% of our revenue was derived from such services. In the year ended June 30, 2024, Beta HK participated in placing four offerings on HKEX and recognized the placing service fees on the first three offerings which were all IPOs during the year ended June 30, 2024.

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(1)      Beta HK inadvertently recognized the revenue in August 2024. Due to the minimal amount of placing services, the management considers that no adjustment of revenue was required due to cutoff issue.

During the six months ended December 31, 2024, Beta HK provided placing services of two secondary offerings, and recognized the revenues as of December 31, 2024.

Our process for placing of IPOs of companies seeking to list on HKEX is as follows:

•        Market research and due diligence.    First, we conduct a detailed market survey to analyze industry trends, investor needs and potential risks related to the proposed IPO. We also conduct due diligence on the issuing company, including reviewing the company’s financial and operating conditions.

•        Negotiation of issuance terms.    Based on the results of market research and due diligence, we negotiate with the company to determine the key terms of the issuance, including offer size, price per share, and placing discount.

•        Roadshow.    Once the terms of the offering are finalized, we will set up the bookkeeping records and attract investors to participate in the IPO subscription through various channels, including targeted push notifications through our application, Beta INT Securities, and professional investor roadshows. Investors interested in the upcoming listing will receive a detailed prospectus containing relevant information about the stock.

•        Order update and allocation.    We update the subscription orders we receive daily, and after the subscription period, we will allocate the IPO shares to investors who have placed orders on our platform based on the results of the allocation, which will be in line with the regulations of the relevant exchanges.

•        Settlement of placing fees.    After listing, we will settle the placing fees based on the placing rate and the amount placed.

Securities Dealing and Brokerage Services

Through Beta HK, we offer securities dealing and brokerage services to both individual customers and corporate customers in Hong Kong. In the years ended June 30, 2024 and 2023, 12% and 24% of our revenue was derived from such services.

Types of trades supported

As a holder of a Type 1 License issued by the Hong Kong SFC, we are permitted to deal directly in Hong Kong securities (a regulated activity under Hong Kong laws), and in this regard, we enable our clients to trade in securities listed on HKEX.

We also support the trading of stock listed on Shanghai Stock Exchange and Shenzhen Stock Exchange (collectively “China stock exchanges”), both of which are major stock exchanges in China, through Shanghai Hong Kong Stock Connect and the Shenzhen Hong Kong Stock Connect Stock Connect (collectively “China Connect”), respectively. China Connect, also known as the China Connect Service, is a trading and clearing service that allows international investors to access China’s stock markets and for Mainland China investors to connect with global opportunities.

For trading on markets in the U.S., as we do not have direct trading rights on these exchanges, we work with our partners that have access to NYSE and Nasdaq.

Executing Securities Transactions

Through Beta HK, we provide our customers with access to major stock markets in HK, U.S. and China, and allow our customers to trade securities (including warrants) listed on these stock markets. Below are the major types of securities that our customers can trade:

Beta HK’s systems allow for its customers to make various types of orders, including but not limited to limit orders, market orders, market at-auction limit orders, odd lot orders and enhanced limit orders. Beta HK’s systems also allow it to aggregate orders in real-time, and to seamlessly execute trades directly with HKEX, or through its clearing house partners.

Beta HK has obtained various licenses to conduct its business operations and has also obtained stock exchange trading rights to supplement its service offerings. To offer securities dealing and brokerage services, Beta HK holds HKSFC Type 1 License — Dealing in securities. Beta HK is also a Stock Exchange Participant and a participant of the HKSCC (direct clearing participant).

With respect to trading on U.S. stock exchanges, Beta HK is not required to hold any licenses for trading under the U.S. law, as its trades are executed by its partners.

With respect to trading on China stock exchanges, Beta HK does not make trades directly in China stock exchanges. Beta HK’s trades are only executed through China Connect and Beta HK’s counterparty is HKEX. Beta HK is not required to hold any licenses for trading from mainland China side.

Beta INT Securities

Through our mobile application, Beta INT Securities, we enable our customers to access and trade securities on these markets. Nearly all of our customers us access our securities dealing and brokerage services through Beta INT Securities. The mobile application, Beta INT Securities, is not available in Mainland China.

On the front-end, Beta INT Securities’ interface was developed by Longbridge, one of our vendors, based on our specifications, and was designed to be accessible and easy-to-use for our customers. On the back-end, Beta INT Securities utilizes a leading system which is also developed by Longbridge. Beta INT Securities is an effective one-stop-shop for us, as it is a multi-functional system that provides the following functions:

•        Pulls market data simultaneously from multiple sources and sends it to the front-end in real-time;

•        Structured to reduce latency;

•        Facilitates funds transfers to and from customers’ bank accounts;

•        Facilitates settlement of trades with HKEX and with various clearinghouse partners efficiently;

•        Allows us to control orders in response to unforeseen circumstances, such as halt of trading day due extraneous factors.

Screenshots of Our Beta INT Securities

As seen from the screenshots above, amongst others, the systems that Beta HK has in place for Beta INT Securities allows our customers to have real-time access to market data of numerous securities, from various sources and across various exchanges, and also allows customers to seamlessly make trades for these securities.

The systems that Beta HK has in place also allow Beta HK to work with HKEX directly, as well as its overseas clearing house partners for U.S. stock exchanges and China Connect for China stock exchanges.

Customer Onboarding Process

In order to access Beta HK’s securities dealing and brokerage services, a potential customer will have to first open an account with Beta HK.

•        Online account opening for individual customers.

•        Beta HK’s customers who access its securities dealing and brokerage services through Beta INT Securities can create an account with us conveniently, through the application. During the application process, they will need to provide information about themselves, including information such as name, date of birth, work experience, providing a photo ID, current financial status (i.e., whether in good financial standing), source of funds, and other relevant details as required under Hong Kong law. Beta HK also requires its customers to expressly agree to customer terms of service and other documents, including a comprehensive disclaimer of the risks involved with trading and investing in the secondary capital markets.

•        Upon the provision of required information and agreement to the terms and other required documents, Beta HK will verify the customer using cutting-edge facial recognition technology deployed by HA, a vendor, to match the customer’s likeness against the customer’s photo ID. Additionally, Beta HK conducts strict screening of each customer based on the information provided by the customer, in compliance with KYC and AML regulations of Hong Kong. Beta HK will approve a customer’s account only after the foregoing is completed.

•        Offline account opening for individual customers.

•        For customers who prefer offline account opening, Beta HK offers the option for such customers to meet with its dedicated verification team. Clients are required to bring physical copies of necessary documents (including ID document, Hong Kong bank card, and address proof (issued within three months)) for verification required for account opening. Once they have been verified, Beta HK will approve their account.

•        Account opening for corporate customers.

•        For customers that are corporate entities, such customers would be subject to more stringent requirements. Beta HK will conduct thorough due diligence on each corporate customer, including verifying the identity and ultimate beneficial ownership of corporate entities, conducting a comprehensive background check, and conducting a customer risk assessment. Corporate customers will also be required to provide security for their accounts before Beta HK approves their accounts. Additionally, Beta HK will continue to monitor the accounts of all corporate customers, to ensure compliance with KYC and AML requirements.

Once a customer has successfully created an account, the customer would be required to fund the account before making any trades. Beta HK supports deposits in both USD and HKD. For transfers from banks outside of Hong Kong, Beta HK will only accept such transfers if they come from an account with the same name as the customer on record. All funds transferred to Beta HK by its customers are under its bank account with Bank of China (Hong Kong) Limited, and are protected by the Hong Kong Deposit Protection Scheme. This scheme applies to all authorized institutions in Hong Kong, including licensed banks, deposit-taking companies, and restricted license banks.

Fees Charged

Beta HK charges securities brokerage commission, for acting as an agent to provide securities brokerage services in trades execution on behalf of its customers. It also charges handling fees, which are generated from provision of services such as dividend collection, share subscription services in relation to IPOs services that require the processing and handling of physical certificates or legal documents or accounts that have limited or no activity to individual customers or corporate customers (i.e. brokers).

For the years ended June 30, 2024 and 2023, our revenue from our securities dealing and brokerage services and handling fee was $292,727 and $30,288, respectively.

Margin Loans and IPO Financings

Beta HK started providing margin loans and IPO financings since January 2024. In the year ended June 30, 2024, 1% of our revenue was derived from such services.

Margin Loans

Beta HK provides margin loans to our customers in order for them to leverage their positions. Beta HK provides different amounts of financing to customers based on their trading volume and account funds, and then charges interest based on the amount and number of days the customer actually uses the financing. The margin financing loan can be outstanding for a maximum of 12 months, after the allotment of shares, depending on a combination of various factors, such as the transaction history and status of fund.

Our margin loans services are limited to our customers who have provided to Beta HK collateral on their accounts. We determine the value of the customer’s required collateral in real-time based on a number of factors, including the value of assets and asset classes under the customer’s account. Before granting the margin loans to customers, Beta HK’s assesses the creditability of the customers by taking into account of various factors including (i) the amount of existing securities being held through Beta HK’s securities system; (ii) the existing securities being held listed in the main board of HKEX; (iii) requiring the customer to have trading record at least one month in Beta HK; and (iv) the credit rating of the stock securities being held by the customers in Beta HK.

We have a comprehensive risk management process in place to manage the risk associated with our margin loans services. These include: (i) real-time monitoring and assessment of collateral required, (ii) dynamic margin ratios which are updated based on market conditions and other factors, (iii) margin calls to customers when positions become over-leveraged, and (iv) closing the customer’s account if margin calls are not met. In addition, the SFC monitors Beta HK’s financing business risks by monitoring its liquid capital.

To strengthen our risk management process further, we plan to introduce advanced risk assessment models to more accurately assess our customers’ credit risk.

IPO Financings

When our customers subscribe for HK stock IPOs, they may apply for margin financing in order to purchase such IPO shares. Such margin financing would allow our customers to take a leveraged position with respect to such subscriptions.

This is how we provide our services to the IPO subscriptions:

First, Beta HK would conduct a risk assessment on each HK IPO, and set appropriate leverage limits. Beta HK would also conduct a risk assessment on each customer, based on several factors including the customer’s cash flow, in order to determine the appropriate amount of financing available to each customer.

Next, after the allotment results of an IPO are announced, customers with stocks successfully allocated would have the purchase price of such stocks debited from their balances with Beta HK. Additionally, interest would begin running on the margin financing loan, until the position is de-leveraged. The margin financing loan can be outstanding for a maximum of 12 months, after the allotment of shares, depending on a combination of various factors, such as the transaction history and status of fund.

Beta HK has a comprehensive risk management process in place to control the risk in this line of business. These include (i) evaluation of fundamentals, liquidity, and subscription multiples, (ii) credit risk management for customers, (iii) contractual provisions allowing Beta HK to dispose of shares if a customer’s account position is outside of accepted limits and the customer cannot finance margin calls, (iv) setting appropriate margin loan ceilings, and (v) providing regular updates to our clients on market developments and their accounts.

2.      After June 30, 2024, we have started providing the following services:

Underwriting Services for U.S. dollar-denominated Municipal Bonds of PRC Companies

Since 2024, Beta HK started providing underwriting services for U.S. dollar-denominated municipal bonds to PRC companies. Municipal bonds are debt securities issued by states, cities, counties and other governmental entities to fund day-to-day obligations and to finance capital projects such as building schools, highways or sewer systems. Beta

HK focuses on the municipal bonds that are quoted in U.S. dollars and issued by Chinese companies — such as Chinese real estate developers, real estate investment platforms, and financial institutions for infrastructure construction projects entrusted by local government. Our management has rich experience and project resources in U.S. dollar bond projects. Because bond projects generally have a long cycle (4-6 months), no revenue was generated as of the end of June 2024.

The U.S. Dollar-denominated bonds that Beta HK participates in underwriting are usually listed on MOX or HKEX. In 2024, both borrowers of U.S. Dollar-denominated bonds that Beta HK participated in underwriting were enterprises from Zhejiang Province, Beta HK recognized all of its revenue under this service from only one borrower, and the three bonds that Beta HK completed underwriting for this borrower were all listed on MOX. None of these bonds had any credit ratings, and one borrower has a credit rating of BBB.

By providing the various underwriting services, Beta HK does not incur any liability, because Beta HK provides such services by using its reasonable best efforts to procure potential subscribers and raise capital for bond issuers. Beta HK provides no guarantee for the successful procuring of potential investors and will not be penalized for any failed underwriting activities Further, if any borrower defaulted on any such bonds, Beta HK has no responsibility or liability to pay off such bonds. Beta HK does not run a proprietary trading business. Buying the bonds it underwrites would exceed the business scope reported by Beta HK to the SFC.

In the six months ended December 31, 2024, Beta HK participated in underwriting the following U.S. dollar-denominated bonds:

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(1)      This No.2 bond issuance was a follow-on issuance to the No. 1 issuance. It is consolidated and formed a single series with the No. 1 bond issuance.

(2)      While Beta HK participated in underwriting this bond issuance, it did not secure any amount for the borrower so Beta HK did not receive any service fee.

Financial Advisory Services

Beta BVI started providing financial advisory services in August 2024. Beta BVI acts as a general coordinator and consultant to companies seeking to list on stock exchanges in the U.S., such as NASDAQ or NYSE, and guides its clients through the entire listing process. Such services encompasses a broad scope, including selecting and engaging suitable intermediaries such as the potential issuer’s securities and local counsels, auditors, lead underwriters, underwriters’ counsels, printing companies, stock transfer companies, and investor relations firms. Beta BVI also organizes, coordinates, and supervises all intermediaries, according to the client’s listing schedule, to ensure that the listing process remains on track, and helps its clients address and resolve any issues that arise during the listing process. Beta BVI also assists the investment bank in organizing and securing investments in the IPO.

Our Customers

Customers of Beta HK’s placing services include issuers listed on HKEX, companies seeking to be listed on HKEX and other SFO licensed corporations which act as the agents in respect of placing engagements.

For our securities dealing and brokerage services, our individual customers usually hear about us through word-of-mouth, whilst our corporate customers are typically referred to us by the management of Beta HK, professional parties, licensed employees, self-employed account executives, or by existing customers.

All customers of Beta HK’s custodial and other services are among Beta HK’s customers for securities brokerage commissions and handling services. Beta HK does not particularly set up standard to screen the customers to provide such custodial and other services.

For our margin loans and IPO financings, these are a subset of more financially-savvy customers that utilize our securities dealing and brokerage services.

Our customers of underwriting services for U.S. dollar-denominated municipal bonds are PRC companies. Our customers of financial advisory services are the companies that would like to go public in the U.S.

Our Suppliers

Beta HK engages various service providers to provide services necessary for our business operations, such as software vendor, overseas external brokers, and internet service providers, most of which are independent third parties. Amongst these, for our securities dealing and brokerage services, our main supplier is Longbridge responsible for developing our Beta INT Securities and its back office system.

Interactions with China

While the Group does not have any physical presence in Mainland China and does not operate in Mainland China, the Group has the following customers, vendors, counterparties, and employees from Mainland China. The following chart and notes also list the nature and extent of the Group’s previous (within the past two fiscal years), current and planned operations with PRC companies, and the extent of its interactions with Mainland China:

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(1)      Beta HK only accepts the Chinese customers who have opened accounts at another HK based brokerage firm, pursuant to the HKEX requirements.

(2)      Beta HK works with its customers and other vendors in HK and on line.

(3)      Beta HK started engaging Beta Information Services Limited since the fiscal year ended June 30, 2024. Beta Information Services Limited changed its name to Shenzhen Ruixin Information Service Co. in July 2024.

(4)      Beta HK started underwriting services for U.S. dollar-denominated municipal bonds since the fiscal year ended June 30, 2024.

(5)      Beta HK may visit these customers in mainland China once or twice before signing the engagement letters with the customers. After the clients sign the engagement letters in mainland China, they mail them to Beta HK and Beta HK countersign the engagement letters in HK. The U.S. dollar-denominated municipal bonds are not issued in mainland China.

(6)      All of Beta HK’s employees must work in HK.

In addition, the following chart shows the citizenship and residency of Beta Cayman’s beneficial owners, directors and officers:

For the fiscal year ended June 30, 2024, approximately 81% of the Group’s revenues generated from Mainland China offerings and clients. For the six months ended December 31, 2024, approximately 47% of the Group’s revenues generated from Mainland China offerings and clients.

We are a Cayman Islands exempted company. We are headquartered in Hong Kong, and carry out our main business activities from Hong Kong. Although our subsidiaries have customers, vendors, and counterparties in Mainland China, we consider that the business transacted with them to have been transacted in Hong Kong. Our subsidiaries do not have any offices or branches in Mainland China and do not have operations in Mainland China.

As advised by our PRC counsel, AllBright Law Offices (Fuzhou), as of the date of this prospectus, the Company is not required to obtain any permissions or approvals from PRC authorities, including the CSRC or the CAC, before listing in the U.S. and to issue our Ordinary Shares to foreign investors, none of the PRC laws and regulations apply to the Group’s business, regardless of whether directly or indirectly via counterparties or other third parties, none of the Group’s previous, current and planned operations with PRC companies subject it to PRC laws and regulations, and the Group is not regulated by any regulator in Mainland China, because (i) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China; (ii) we and our subsidiaries do not have any operations in Mainland China (although the Group has customers and vendors from Mainland China); (iii) we do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in Mainland China; (iv) we are headquartered in Hong Kong with our officers and all members of the board of directors based in Hong Kong and all of our revenues and profits are generated by our subsidiaries in Hong Kong and BVI and we have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in ours audited consolidated financial statements for the same period; (v) although Beta HK may collect and store certain data (including certain personal information) from its clients, some of whom may be individuals in Mainland China, in connection with our business and operations for “Know Your Customers” purposes (to combat money laundering), we and Beta HK will not be deemed to be an “Operator” or a “data processor” that are required to file for cybersecurity review by the CAC before listing in the United States, and the regulations in China regarding illegal collection and use of personal information through mobile applications do not apply to the Group, given that: (a) as of date of this prospectus, Beta HK has in aggregate collected and stored the personal information of less than ten thousand individuals in Mainland China and we have acquired the clients’ separate consents for collecting and storing of their personal information and data; (b) we do not place any reliance on collection and processing of any personal information to maintain our business operation; (c) data processed in our business should not have a bearing on national security nor affect or may affect national security; (d) all of the data Beta HK has collected is stored in servers located in Hong Kong; and (e) as of the date of this prospectus, Beta HK has not been informed by any PRC governmental authority of being classified as an “Operator” or a “data processor” that is subject to CAC cybersecurity review or a CSRC review; and (vi) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).

director” refers to a director of the corporation who actively participates in or is responsible for directly supervising the business of the regulated activity. All executive directors must seek SFC’s prior approval as responsible officers accredited to the licensed corporation. Further, for each regulated activity, the licensed corporation should have at least one responsible officer available at all times to supervise the business of the regulated activity for which the corporation is licensed. The same individual may be appointed to be a responsible officer for more than one regulated activity, as long as he/she is fit and proper to be so appointed and there is no conflict in the roles assumed. A person who intends to apply to be a responsible officer must demonstrate that he/she satisfies the requirement in relation to sufficient authority and is fit and proper to be so approved. A responsible officer applicant must have sufficient authority to supervise the business of the regulated activity within the licensed corporation. Additionally, the responsible officer applicant must be competent, having regard to his/her academic/industry qualifications, relevant industry experience, management experience and regulatory knowledge.

Licensed Representative

An individual is required to be a licensed representative if he or she is performing a regulated function for his or her principal which is a licensed corporation in relation to a regulated activity carried on as a business, or he or she holds himself out as performing such a function. A person who intends to apply to be a licensed representative must demonstrate his or her competence requirement under the SFO. An applicant has to establish that he or she has the requisite basic understanding of the market in which he or she is to work as well as the laws and regulatory requirements applicable to the industry. The SFC will have regard to the applicant’s academic and industry qualifications and regulatory knowledge in assessing the applicant’s competence to be licensed as a licensed representative.

Managers-in-Charge of Core Functions, or the MICs

A licensed corporation is required to designate certain individuals as MICs and provide to the SFC information about its MICs and their reporting lines. MICs are individuals appointed by a licensed corporation to be principally responsible, either alone or with others, for managing each of the following eight core functions of the licensed corporation: (a) overall management oversight; (b) key business lines; (c) operational control and review; (d) risk management; (e) finance and accounting; (f) information technology; (g) compliance; and (h) anti-money laundering and counter-terrorist financing.

The management structure of a licensed corporation (including its appointment of MICs) should be approved by the board of the licensed corporation. The board should ensure that each of the licensed corporation’s MICs has acknowledged his or her appointment as MIC and the particular core function(s) for which he or she is principally responsible.

As of the date of this prospectus, through Beta HK, we have registered and maintained the following licenses from SFC: (i) SFO Type 1 License, effective since January 31, 2024, for conducting regulated activities related to dealing in securities; (ii) SFO Type 4 License, effective since January 31, 2024, for conducting regulated activities related to advising on securities. Beta HK has appointed three responsible officers to directly supervise the conduct of each regulated activity that Beta HK licensed for.

Ongoing obligations for compliance by licensed corporations and intermediaries

Fit and proper requirement

In April 2017, the SFC issued the Licensing Handbook (last updated in October 24), which provides the ongoing obligations for compliance of a licensed corporation. In general, licensed corporations and licensed representatives must remain fit and proper at all times and must comply with all applicable provisions of the SFO and its subsidiary legislation as well as the codes and guidelines issued by the SFC.

The Fit and Proper Guidelines issued by the SFC under section 399 of the SFO summaries certain matters that the SFC will generally consider when determining whether the person is a fit and proper person to be licensed under the SFO. The Fit and Proper Guidelines apply to a number of persons including, among others, an individual who applies for license or is licensed under Part V of the SFO, a licensed representative who applies for approval or is approved as a responsible officer under Part V of the SFO, a corporation which applies for license or is licensed under Part V of the SFO and a substantial shareholder of a licensed corporation who applied for approval or is approved as a substantial shareholder under section 132 of the SFO.

Under the Fit and Proper Guidelines, the SFC will consider the following matters of the applicant in addition to any other issues as it may consider to be relevant:

(a)     financial status or solvency;

(b)    educational or other qualifications or experience having regard to the nature of the functions to be performed;

(c)     ability to carry on the regulated activity concerned competently, honestly, and fairly; and

(d)    reputation, character, reliability, and financial integrity of the applicant and other relevant persons as appropriate.

The SFC will consider the above matters in respect of the person (if an individual), the corporation and any of its officers (if a corporation).

In addition to the above, the SFC may also take into account of the following matters:

(a)     decisions made by such relevant authorities as stated in section 129(2)(a) of the SFO or any other authority or regulatory organization, whether in Hong Kong or elsewhere, in respect of that person;

(b)    in the case of a corporation, any information relating to:

(i)     any other corporation within the group of companies; or

(ii)    any substantial shareholder or officer of the corporation or of any of its group companies;

(c)     in the case of a corporation licensed under section 116 or 117 of the SFO or registered under section of the SFO or an application for such license or registration:

(i)     any information relating to any other person who will be acting for or on its behalf in relation to the regulated activity; and

(ii)    whether the person has established effective internal control procedures and risk management systems to ensure its compliance with all applicable regulatory requirements under any of the relevant provisions;

(d)    in the case of a corporation licensed under section 116 or section 117 of the SFO or an application for the license, any information relating to any person who is or to be employed by, or associated with, the person for the purposes of the regulated activity; and

(e)     the state of affairs of any other business which the person carries on or proposes to carry on.

The SFO empowers the SFC to take disciplinary actions, pursuant to section 194 or section 196 of the SFO, against a regulated person of a licensed person or registered institution respectively if: (a) the person is, or was at any time, guilty of misconduct; or (b) the SFC is of the opinion that the person is not a fit and proper person to be or to remain the same type of regulated person. Under section 132 of the SFO, the SFC would refuse the application for a person to become or continue to be a substantial shareholder of the licensed corporation concerned unless the relevant person satisfies the SFC that the corporation will remain a fit and proper person to be licensed if the application is approved.

Maintenance of minimum paid-up share capital and liquid capital

Depending on the type of regulated activity, licensed corporations must maintain at all times paid-up share capital and liquid capital not less than the specified amounts according to the Securities and Futures (Financial Resources) Rules (Chapter 571N of the Laws of Hong Kong) or the Financial Resources Rules. If a licensed corporation conducts more than one type of regulated activity, the minimum paid-up share capital and liquid capital that it must maintain shall be the highest amount required amongst those regulated activities. Beta HK is licensed to carry out Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities. Under the Financial Resources Rules, Beta HK shall, at all times, any minimum paid-up share capital of HK$10,000,000 (approximately $1,282,051) since Beta HK provides securities margin financing. As for the minimum liquid capital requirement, Beta HK shall, at all times, maintain a minimum liquid capital of HK$3,000,000 (approximately $384,615) according to the Financial Resources Rules. Beta HK is also required to submit monthly financial resources returns to the SFC as required under the Financial Resources Rules.

If a licensed corporation offers credit facilities to its customers who would like to purchase securities on a margin basis, or provides financing for applications of shares in connection with IPOs, it must monitor its liquid capital level continuously in order to satisfy the Financial Resources Rules requirements. If the margin requirement of the licensed corporation increases, it would be required to maintain additional liquid capital. Pursuant to section 8A of the Securities and Futures (Client Securities) Rules (Cap 571H), the maximum aggregate market value of repledged securities must not exceed 140% of the value of margin loan balance at the end of a trading day. Further, pursuant to section 42(1) of the Financial Resources Rules, a licensed corporation licensed for Type 1 or Type 8 regulated activity shall include in its ranking liabilities, any amount receivable from any of its margin clients, when calculated on a client-by-client basis, exceeds 10% of the aggregate of amounts receivable from its margin portfolio.

Maintenance of segregated accounts and custody and handling of client securities

A licensed corporation and any associated entity of the licensed corporation must maintain segregated account(s), and custody and handling of client securities in accordance with the requirements of the Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws of Hong Kong), or the SFCSR. The SFCSR sets out how intermediaries and any associated entity of the licensed corporation should manage client securities and securities collateral that are listed or traded on HKEX, and are received or held in Hong Kong by or on behalf of the intermediary or any associated entity of the licensed corporation in the course of the conduct of any regulated activity for which the intermediary is licensed or registered. Pursuant to section 10(1) of the SFCSR, an intermediary and any associated entity of the licensed corporation should take reasonable steps to ensure that client securities and securities collateral of the intermediary are not deposited, transferred, lent, pledged, re-pledged or otherwise dealt with except as provided in the SFCSR. Similarly, General Principle 8 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission requires a licensed person to ensure that client assets are promptly and properly accounted for and are adequately safeguarded.

Maintenance of segregated account(s), and holding and payment of client money

A licensed corporation and any associated entity of the licensed corporation must maintain segregated account(s), and holding and payment of client money in accordance with the requirements under the Securities and Futures (Client Money) Rules (Chapter 571I of the Laws of Hong Kong) or the SFCMR. The SFCMR sets out the requirements to ensure proper handling of client money. It prescribes the treatment of client money received or held in Hong Kong by licensed corporations or any associated entity of the licensed corporation.

Issue of contract notes, statements of account and receipts

A licensed corporation must issue contract notes, statements of accounts and receipts in accordance with the requirements under the Securities and Futures (Contract Notes, Statements of Account and Receipts) Rules (Chapter 571Q of the Laws of Hong Kong), or the SFCNR unless an exemption applies. The SFCNR requires all licensed corporations entering into contracts with or on behalf of their clients to provide contract notes to their clients in the course of regulated activities for which they are licensed or registered. For those intermediaries providing financial accommodation or entering into margined transactions with or on behalf of their clients, it is also required under the SFCNR that a statement of account including a summary of the details of the account is provided to clients. In addition, licensed corporations are required to provide a monthly statement summarizing activities in the account for the month and, subject to some exceptions, receipts for client assets received.

Record keeping requirements

A licensed corporation must keep records in accordance with the requirements under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws of Hong Kong), or the Recording-Keeping Rules. The Recording-Keeping Rules requires licensed corporations to keep proper records. It prescribes the records are to be kept by licensed corporations to ensure that they maintain comprehensive records in sufficient detail relating to their businesses and client transactions for proper accounting of their business operations and clients’ assets. In addition, the premises used for keeping records or documents required under the SFO and the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance (Chapter 615 of the Laws of Hong Kong), or the AMLO, must be approved by the SFC as required under section 130 of the SFO. Records must also be kept in accordance with the AMLO and related guidelines, as well as applicable company and general law requirements.

Submission of audited accounts

A licensed corporation must submit its audited accounts and other required documents in accordance with the requirements under the Securities and Futures (Accounts and Audit) Rules (Chapter 571P of the Laws of Hong Kong), or SFAAR. SFAAR prescribes the contents of the financial statements and the auditor’s report of such accounts to be submitted by licensed corporations to the SFC. Licensed corporations and associated entities of licensed corporations or authorized financial institutions (except for those which are authorized financial institutions) are required to submit their financial statements, auditor’s reports, and other required documents within four months after the end of each financial year as required under section 156(1) of the SFO.

Payment of annual fees

Licensed corporations, licensed persons and registered institutions should pay annual fees within one month after each anniversary date of the licenses or registrations under section 138(2) of the SFO.

Maintenance of insurance

A licensed corporation must maintain insurance against specific risks for specific amounts in accordance with the requirements under the Securities and Futures (Insurance) Rules (Chapter 571AI of the Laws of Hong Kong) unless exempted.

Notification to the SFC of certain changes and events

A licensed corporation is required by the Securities and Futures (Licensing and Registration) (Information) Rules (Chapter 571S of the Laws of Hong Kong) to notify the SFC of certain changes and events, which include, among others, (i) changes in the basic information of the licensed corporation, its controlling persons and responsible officers, or its subsidiaries that carry on a business in any regulated activity; (ii) changes in the capital and shareholding structure of the licensed corporation; and (iii) significant changes in the business plan of the licensed corporation.

Submission of annual returns

Section 138(4) of the SFO stipulates that each licensed corporation or licensed individual is required to submit an annual return to the SFC within one month after each anniversary date of his/her/its licenses. Failure to submit annual return before the due date could result in suspension and revocation of the license under sections 195(4)(b) and 195(6) of the SFO.

Continuous professional training

According to the Guidelines on Continuous Professional Training published by the SFC pursuant to section 399 of the SFO, a licensed corporation is held primarily responsible for designing and implementing a continuous education system best suited to the training needs of the individuals it engages which will enhance their industry knowledge, skills and professionalism. A licensed corporation should at least annually evaluate its training programs and make commensurate adjustments to cater for the training needs of the individuals it engages. Licensed individuals must undertake a minimum of 5 continuous professional training hours per calendar year for each regulated activity he or she engages in, except for Type 7 (providing automated trading services) regulated activity. The SFC also requires training on particular issues, such as anti-money laundering and counter-terrorist financing issues.

Obligation for substantial shareholder

Under sections 131 and 132 of the SFO, a person (including a corporation) has to apply for the SFC’s approval before becoming or continuing to be, as the case may be, a substantial shareholder of a licensed corporation. An individual or a corporation will be a substantial shareholder of a licensed corporation if the relevant individual or corporation, either alone or with his or its associates, has more than 10% direct interests or 35% or more indirect interests in the shares of a licensed corporation ascribed under section 6 of Part 1 of Schedule 1 of the SFO. “associate” is defined under Part 1 of Schedule 1 to the SFO which includes associate relationships such as family member, employer and employee, a director and/or shareholder of the corporation, companies within the same groups of companies and trust, trustee and beneficiary owner, etc. Any person contravenes this requirement commits a criminal offence and is liable on conviction to a maximum fine of HK$1,000,000 (approximately US$128,205) and imprisonment for two years,

and to a daily penalty of HK$5,000 (approximately US$641) for each day on which the offence is continued. A person, being aware that he or she becomes a substantial shareholder of a licensed corporation without the SFC’s prior approval should, as soon as reasonably practicable and in any event within three business days after he or she becomes so aware, apply to the SFC for approval to continue to be a substantial shareholder of the licensed corporation.

Other Approvals from the SFC

Prior approval would also need to be obtained from the SFC in the circumstances such as addition or reduction of regulated activity, modification or waiver of licensing conditions, change in record-keeping premises and change of financial year end.

Other key ongoing obligations

Outlined below are other key ongoing obligations of a licensed corporation:

•        payment of the prescribed fees to the SFC as described in Schedule 1 to the Securities and Futures (Fees) Rules (Chapter 571AF of the Laws of Hong Kong);

•        exhibit the printed license or certificate of registration (as the case may be) in a prominent place at its principal place of business in accordance with the requirements under the Securities and Futures (Miscellaneous) Rules (Chapter 571U of the Laws of Hong Kong); and

•        compliance with business conduct requirements under the Code of Conduct, the Internal Control Guidelines, Guidelines for Securities Margin Financing Activities and other applicable codes and guidelines issued by the SFC.

Exchange and Clearing Participantship

Trading Rights

In addition to the licensing requirements under the SFO, the rules promulgated by The Stock Exchange of Hong Kong Limited, or the SEHK require any person who wishes to trade on or through their respective facilities to hold a trading right, or the Trading Right. The Trading Right confers on its holder the eligibility to trade on or through the relevant exchange. However, the holding of a Trading Right does not, of itself, permit the holder to actually trade on or through the relevant exchange. In order to do this, it is also necessary for the person to be registered as a participant of the relevant exchange in accordance with its rules.

Stock Exchange Trading Rights are issued by the SEHK at a fee and in accordance with the procedures set out in their respective rules. Alternatively, Stock Exchange Trading Rights can be acquired from existing Trading Right holders subject to the rules of the respective exchanges.

Exchange Participantship

The table below sets out a summary of the requirements for becoming an exchange participant of Hong Kong Stock Exchange Participant:

Clearing Participantship

An entity must be an exchange participant of the relevant exchange before it can become a clearing participant of the following clearing houses, namely the Hong Kong Securities Clearing Company Limited, or the HKSCC, HKFE Clearing Corporation Limited, and The SEHK Options Clearing House Limited.

HKSCC

HKSCC has, among others, two categories of participantship: (1) the direct clearing participant; and (2) the general clearing participant. The requirements of direct clearing participantship are as follows:

•        to be an exchange participant of HKEX;

•        to undertake to (i) sign a participant agreement with HKSCC; (ii) pay to HKSCC an admission fee of HK$50,000 in respect of each Hong Kong Stock Exchange Trading Right held by it; and (iii) pay to HKSCC its contribution to the guarantee fund of HKSCC as determined by HKSCC from time to time subject to a minimum cash contribution of the higher of HK$50,000 or HK$50,000 in respect of each Hong Kong Stock Exchange Trading Right held by it;

•        to open and maintain a single current account with one of the Central Clearing and Settlement System of Hong Kong (“CCASS”) designated banks and execute authorizations to enable the designated bank to accept electronic instructions from HKSCC to credit or debit the account for CCASS money settlement, including making payment to HKSCC;

•        to provide a form of insurance to HKSCC as security for liabilities arising from defective securities deposited by it into CCASS, if so required by HKSCC; and

•        to have a minimum liquid capital of HK$3,000,000.

As of the date of this prospectus, Beta HK is a participant of SEHK and a direct clearing participant of HKSCC.

Laws and Regulations Related to Privacy Protection

The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), or PDPO, covers any personal data that relates directly or indirectly to a living individual in Hong Kong, can be used to directly or indirectly ascertain the identity of that individual, and exists in a form in which access or processing is practicable. It applies to a data user who, either alone or jointly or in common with other persons, controls the collection, holding, processing or use of the data. The PDPO imposes a statutory duty on data users to comply with the requirements of the six data protection principles contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes such data protection principles unless the act or practice, as the case may be, is required or permitted under the PDPO.

Non-compliance with a data protection principle may lead to a complaint to the Privacy Commissioner for Personal Data in Hong Kong, or the Privacy Commissioner. The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/or instigate prosecution actions. A data user who contravenes an enforcement notice commits an offense which may lead to a fine and/or imprisonment. Any person contravening an enforcement notice shall be liable to a maximum penalty of up to HK$50,000 and imprisonment for two years.

The PDPO also criminalizes, among others, misuse or inappropriate use of personal data in direct marketing activities; non-compliance with data access request and unauthorized disclosure of personal data obtained without data user’s consent. The maximum penalty for breach under the PDPO is a fine of up to HK$1.0 million and imprisonment for up to five years.

Business registration requirement

The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business. The Commissioner of Inland Revenue must register each business for which a business

registration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be.

Regulations related to employment and labor protection

Employment Ordinance (Chapter 57 of the Laws of Hong Kong)

The Employment Ordinance (Chapter 57 of the Laws of Hong Kong), or the EO, is an ordinance enacted for, amongst other things, the protection of the wages of employees and the regulation of the general conditions of employment and employment agencies. Under the EO, an employee is generally entitled to, amongst other things, notice of termination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.

Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong)

The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), or the ECO, is an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment. As stipulated by the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth Schedule of the ECO, the insured amount shall be not less than HK$100,000,000 (approximately $12,800,000) per event if a company has no more than 200 employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine of HK$100,000 (approximately $12,800) and imprisonment for two years. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed. Any employer who, without reasonable cause, contravenes this requirement commits a criminal offence and is liable on conviction to a fine of HK$10,000 (approximately $1,290). As of the date of this prospectus, we believe our subsidiaries in Hong Kong have taken sufficient employee compensation insurances for its employees required under the ECO.

Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong)

The Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong), or the MPFSO, is an ordinance enacted for the purposes of providing for the establishment of non-governmental mandatory provident fund schemes, or the MPF Schemes. The MPFSO requires every employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes a member of a registered MPF Scheme. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute 5% of the employee’s relevant income to the MPF Scheme. For a monthly-paid employee, the maximum relevant income level is HK$30,000 (approximately $3,830) per month and the maximum amount of contribution payable by the employer to the MPF Scheme is HK$1,500 (approximately $192). Any employer who, without reasonable cause, contravenes this requirement commits a criminal offence and is liable on conviction to a fine of HK$350,000 (approximately $44,700) and imprisonment for three years, and to a daily penalty of HK$500 (approximately $64) for each day on which the offence is continued.

Regulations related to Hong Kong Taxation

Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)

Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong), where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual ceases to be employed in Hong Kong.

Tax on dividends

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by the Company.

Capital gains and profit tax

No tax is imposed in Hong Kong in respect of capital gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax which is imposed at the rates of 8.25% on assessable profits up to HK$2,000,000 (approximately US$256,000) and 16.5% on any part of assessable profits over HK$2,000,000 (approximately US$256,000) on corporations from the year of assessment of 2018/2019 onwards. Certain categories of taxpayers (for example, financial institutions, insurance companies and securities dealers) are likely to be regarded as deriving trading gains rather than capital gains unless these taxpayers can prove that the investment securities are held for long-term investment purposes.

Stamp duty

Hong Kong stamp duty, currently charged at the ad valorem rate of 0.1% on the higher of the consideration for or the market value of the shares, will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares (in other words, a total of 0.2% is currently payable on a typical sale and purchase transaction of Hong Kong shares). In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.

Estate duty

Hong Kong estate duty was abolished effective from February 11, 2006. No Hong Kong estate duty is payable by shareholders in relation to the shares owned by them upon death.

Regulations related to anti-money laundering and counter-terrorist financing

Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong)

The AMLO imposes requirements relating to client due diligence and record-keeping and provides regulatory authorities with the powers to supervise compliance with the requirements under the AMLO. In addition, the regulatory authorities are empowered to (i) ensure that proper safeguards exist to prevent contravention of specified provisions in the AMLO; and (ii) mitigate money laundering and terrorist financing risks.

Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of the Laws of Hong Kong)

The Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter 405 of the Laws of Hong Kong), or the DTROP, contains provisions for the investigation of assets suspected to be derived from drug trafficking activities, the freezing of assets on arrest and the confiscation of the proceeds from drug trafficking activities. Itis an offence under the DTROP if a person deals with any property knowing, or having reasonable grounds to believe, it to be the proceeds from drug trafficking. The DTROP requires a person to report to an authorized officer if he/she knows or suspects that any property (directly or indirectly) is the proceeds from drug trafficking or is intended to be used or was used in connection with drug trafficking, and failure to make such disclosure constitutes an offence under the DTROP.

Organized and Serious Crimes Ordinance (Chapter 455 of the Laws of Hong Kong)

The Organized and Serious Crimes Ordinance (Chapter 455 of the Laws of Hong Kong), or the OSCO, empowers officers of the Hong Kong Police Force and the Hong Kong Customs and Excise Department to investigate organized crime and triad activities, and it gives the Hong Kong courts jurisdiction to confiscate the proceeds from organized and serious crimes to issue restraint orders and charging orders in relation to the property of defendants of specified offences. The OSCO extends the money laundering offence to cover the proceeds of all indictable offences in addition to drug trafficking.

MANAGEMENT

Set forth below is information concerning our directors, executive officers and other key employees.

The following individuals are members of the Board and executive management of the Registrant.

The following is a brief biography of each of our executive officers and directors:

Mr. Xianxin Xiang is the Chief Executive Officer and a director of the Company. From November 2019 to January 2024, Mr. Xiang was the Chief Executive Officer of FTFT International Securities and Futures Limited. Mr. Xiang graduated from the Inner Mongolia Agricultural University in 2005, with a Bachelor of Management Science, and from University of Chinese Academy of Social Sciences in 2019, with a Master of Energy Management (awarded in partnership with Tulane University).

Mr. Shaojie Sun is a director of the Company. From January 2023 to May 2024, he was the general manager of Shenning Tongren Culture Media Co., Ltd., where he was leading an entire team in the business. From January 2021 to January 2022, he was working as a contractor in a freelance capacity, for numerous clients. From August 2016 to June 2020, he was a sales director at Bank of Communications Kanglian Insurance Company. Mr. Sun graduated from Henan Polytechnic University in 2014 with a Bachelor of Accounting.

Mr. Didi Zhang is the Chief Financial Officer of the Company. From July 2022 to November 2024, Mr. Zhang was the Chief Financial Officer of Oriental Ruixin (Hainan) Private Equity Fund Management Co., Ltd. From January 2021 to July 2022, Mr. Zhang was the assistant to the president of Guangdong Jumi Private Equity Securities Investment Fund Management Co., Ltd. From December 2018 to January 2021, Mr. Zhang was an auditor at Lixin Certified Public Accountants LLP. Mr. Zhang graduated from Bangor University in 2015 with a Bachelors of Science in Accounting and Finance, and from the City University of London, Cass Business School in 2016, with a Masters of Science in Investment Management.

Mr. Chun Fai Fong will begin serving as our independent director immediately as of the Company’s listing on the Nasdaq Capital Market. Mr. Fong will serve as chairman of the audit committee and as a member of the compensation and nominating and corporate governance committees. Since October 2024, Mr. Fong has been serving as the president of Mango Financial Limited. From September 2023 to September 2024, he served as advisor and chief financial officer of 91360 Med Tech (Nanjing) Co., Ltd. From August 2021 to September 2023, he served as the head of corporate finance of Ping An of China Capital HK Ltd (a member of Ping An Insurance (Group) Company of China, Ltd.). From October 2019 to January 2021, he served as head of corporate finance of CISI Capital Limited (a member of China Industrial Securities International Financial Group Limited). From August 2018 to September 2019, he served as executive director of Orient Capital Hong Kong Limited (a member of Orient Securities Co., Ltd). From July 2010 to September 2017, he served as executive director of BOCI Asia Limited (a member of Bank of China Limited). From May 2005 to January 2009, he was a senior manager at BNP Paribas (Asia Pacific) Limited. From January 2004 to May 2005, he was an associate at ICEA Capital Limited (a member of Industrial and Commercial Bank of China Limited). From June 2001 to December 2003, he was a staff accountant at Ernst & Young Hong Kong. Mr. Fong graduated from the University of Hong Kong in 2001, with a Bachelor degree in Actuarial Sciences.

Mr. Haobing Fan will begin serving as our independent director immediately as of the Company’s listing on the Nasdaq Capital Market. Mr. Fan will serve as chairman of the nominating and corporate governance committee and as a member of the audit and compensation committees. Mr. Fan is a partner at Dongguan Daozhi Investment Consulting Partnership. Since April 2023, Mr. Fan has been serving as a senior management research specialist at BYD Co., Ltd. From May 2019 to March 2023, he was general manager of Shenzhen Hongrui Management Consulting Co., Ltd. Mr. Fan graduated from the China Three Gorges University in 2010 with a Bachelor of Science in Electronic Information Science and Technology.

Ms. Christine Deschemin will begin serving as our independent director immediately as of the Company’s listing on the Nasdaq Capital Market. Ms. Deschemin will serve as chairman of the compensation committee and as a member of the audit and nominating and corporate governance committees. Since November 2017, Ms. Deschemin has been serving as a director of Alliance Francaise De Hong Kong. Ms. Deschemin is the CEO and founder of Renewed Edge Limited, which she founded in August 2016 and where she currently serves as CEO, and Upnow Health Limited,

which she founded in January 2021 and where she currently serves as CEO. Ms. Deschemin received her Master of Science degree from Ecole Polytechnique in 1999, her Master of Science Degree from Ecole Nationale Superieure De L’aeronautique Et De L’espace in 2001, and her MBA in Business from Harvard Business School in 2007.

Pursuant to our amended and restated articles of association as we expect them to become effective upon completion of this offering, the minimum number of directors shall consist of not less than three persons and there shall be no maximum number of directors unless otherwise determined from time to time by the shareholders in a general meeting. Unless removed or re-appointed, each director shall hold office until the expiration of his term, or his resignation from the Board, or until his successor shall have been elected and qualified. At any annual general meeting held, our directors will be elected by a majority vote of shareholders eligible to vote at that meeting.

For additional information, see “Description of Share Capital”.

Family Relationships

None of the directors or executive officers have a family relationship as defined in Item 401 of Regulation S-K.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Board of Directors

Our board of directors will consist of five directors upon closing of this offering.

Duties of Directors

Under Cayman Islands law, our directors have fiduciary duties to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess with the care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended from time to time. We have the right to seek damages if a duty owed by our directors is breached.

Terms of Directors and Executive Officers

Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for reelection. All of our executive officers are appointed by and serve at the discretion of our board of directors.

Qualification

There is currently no shareholding qualification for directors.

Insider Participation Concerning Executive Compensation

The board of directors of the Registrant, which currently consists of Messrs. Shaojie Sun and Xianxin Xiang, are making all determinations regarding executive officer compensation from the time the Company first entered into employment agreements with executive officers up until the time where the three independent directors will be installed.

Committees of the Board of Directors

We will establish three committees under the board of directors immediately upon closing of this offering: an audit committee, a compensation committee and a nominating and corporate governance committee. We expect to adopt a charter for each of the three committees.

Corporate Governance

Our board of directors has adopted a code of business conduct and ethics, which is applicable to all of our directors, officers and employees. We will make our code of business conduct and ethics publicly available on our website prior to the initial closing of this offering. We will also adopt an Insider Trading Policy which is applicable to all of our directors, officers and employees. We intend to disclose any amendments to these policies, and any waivers of these policies for our directors, officers and employees, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information with respect to compensation for the years ended June 30, 2024 and 2023 earned by or paid to our chief executive officer and principal executive officer, our principal financial officer, and our other most highly compensated executive officers whose total compensation exceeded $100,000 (the “named executive officers”).