As filed with the Securities and Exchange Commission on June 12, 2025.

Registration Statement No. 333-283121

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 8

to

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GLAMOORE Capital Group Company Limited

(Exact name of registrant as specified in its charter)

13/F, Wing Sing Commercial Centre,

12-16 Wing Lok Street,

Sheung Wan,

Hong Kong

+852 2130 2088

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

c/o Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

+212 947-7200

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

Copies to:

Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement becomes effective.

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, check the following box. ☒

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

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

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

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

If an emerging growth company that prepares its financial statements in accordance with accounting principles generally accepted in the United States (“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 that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

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

2,000,000 Ordinary Shares

and

1,750,000 Ordinary Shares offered by the Selling Shareholders

GLAMOORE Capital Group Company Limited

This is the initial public offering of the ordinary shares (“IPO”), par value US$0.01 per share (“Ordinary Shares” or “Shares”), of GLAMOORE Capital Group Company Limited (“GCGCL”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, previously known as “GLAM Capital Group Company Limited,” whose subsidiaries are established in Hong Kong and the British Virgin Islands. We are offering 2,000,000 Ordinary Shares of GCGCL, representing approximately 16.67% of the Ordinary Shares following completion of the offering of GCGCL assuming the Underwriters do not exercise the Over-Allotment Option. The Selling Shareholders are offering an aggregate of 1,750,000 Ordinary Shares, also on firm commitment basis, representing approximately 14.58% of the total outstanding Ordinary Shares following the completion of this offering (assuming the Underwriters do not exercise the Over-Allotment Option), to the underwriters pursuant to this prospectus. Immediately following the closing of this offering, 31.25% of the Ordinary Shares will be publicly held by investors participating in this offering, assuming the Underwriters do not exercise the Over-Allotment Option. We will not receive any of the proceeds from the sale of the Ordinary Shares by the Selling Shareholders.

Prior to this offering, there has been no public market for our Ordinary Shares. The offering price of the Shares in this offering is expected to be $4 per share. The Selling Shareholders will sell the Ordinary Shares held by them at a fixed price equal to the initial public offering price in this offering. We have applied to list the Shares on the Nasdaq Capital Market under the symbol “GMCG.” Listing of the Shares on Nasdaq is a condition to the offering. There is no assurance that such application will be approved, and if our application is not approved, this offering may not be completed.

Investors are cautioned that you are buying shares of a Cayman Islands holding company with operations in Hong Kong by its Operating Subsidiaries.

GCGCL is a Cayman Islands holding company with no material operations of its own, and we conduct our operations primarily in Hong Kong through the key Operating Subsidiaries (as defined below). References to the “Company,” “we,” “us,” and “our” in the prospectus are to GCGCL, the Cayman Islands entity that will issue the Ordinary Shares being offered. References to “GMCL” (as defined below) and “GCL” (as defined below) are to the entities operating the businesses. References to “Operating Subsidiaries” refer to GMCL and GCL. This is an offering of the Ordinary Shares of GCGCL, the Cayman Islands holding company, and not of the shares of the Operating Subsidiaries. Investors in this offering may never directly hold any equity interests in the Operating Subsidiaries and GVL (as defined below), the direct holding company of the Operating Subsidiaries.

Investing in the Shares is highly speculative and involves a high degree of risk. Before buying any Ordinary Shares, you should carefully read the discussion of material risks of investing in the Shares in “Risk Factors” beginning on page 16 of this prospectus.

Our operations are primarily conducted by the Operating Subsidiaries in Hong Kong, a Special Administrative Region of the People’s Republic of China (“China” or the “PRC”), with its own governmental and legal system that is independent from mainland China and has its own distinct rules and regulations. We and our subsidiaries do not have any operation or, maintain office or personnel or physical presence in Mainland China, nor currently do we have, nor intend to have, any contractual arrangements to establish a variable interest entity (“VIE”) structure with any entity in Mainland China. However, due to long-arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China to Hong Kong. Therefore, we and the Operating Subsidiaries are subject to certain legal and operational risks associated with the Operating Subsidiaries being based in Hong Kong, having substantially all of its operations to date in Hong Kong, and having existing or potential clients that are companies based in Mainland China or have shareholders or directors that are Mainland China individuals. Additionally, the legal and operational risks associated with operating in the PRC may also apply to the Operating Subsidiaries’ operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security, and anti-monopoly concerns, would be applicable to the Operating Subsidiaries and us, given the substantial operations of the Operating Subsidiaries in Hong Kong and the possibilities that Chinese government may exercise significant oversight over the conduct of business in Hong Kong. We are also subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in this regard.

Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations, which could result in a material change in our operations and/or the value of our securities, significantly limit or completely hinder our ability to continue our operations or to offer or continue to offer our securities to investors, and may cause the value of our securities to significantly decline or be worthless.

In the event that the Operating Subsidiaries or GCGCL are to become subject to laws and regulations of the PRC, these risks could result in material costs to ensure compliance, fines, material changes in our operations and/or the value of the securities we are registering for sale, and/or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For example, if the recent regulatory actions of the PRC government on data security, anti-monopoly or other data-related laws and regulations were to apply to us and/or our subsidiaries, we and/or our subsidiaries could become subject to certain anti-monopoly, cybersecurity and data privacy obligations, including the potential requirement to conduct a cybersecurity review for our public offerings on a foreign stock exchange, and the failure to meet such obligations could result in penalties and other regulatory actions against us and/or our subsidiaries and may materially and adversely affect our subsidiaries’ business and our results of operations. We believe that we and the Operating Subsidiaries are not currently required to obtain permission from or complete filing procedure with the PRC and/or Hong Kong government authorities to list on a U.S. securities exchange and consummate this offering, including the permission requirement or complete filing procedure for any data security or anti-monopoly concerns. However, there is no guarantee that this will continue to be the case in the future in relation to the continued listing of our securities on a securities exchange in the United States, or even when such permission is obtained or such filing is completed, it will not be subsequently denied or rescinded. See “Risk Factors – Risks Related to Doing Business in Hong Kong – Our key operations are in Hong Kong, a Special Administrative Region of the PRC. According 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 the Shares. The PRC government may intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. 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.” on page 25; and “Risk Factors – Risks Related to Doing Business in Hong Kong - If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-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” on page 29.

We are aware that recently the PRC government initiated a series of regulatory actions and new policies to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity (“VIE”) structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. See “Prospectus Summary – Recent Regulatory Development in the PRC” beginning on page 9.

On August 20, 2021, the 30^th meeting of the Standing Committee of the 13^th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China” (“PRC Personal Information Protection Law”), which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in mainland China, issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations require that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise on the basis of the equity, assets, income, or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing under the Draft Overseas Listing Regulations.

On December 28, 2021, the Cyberspace Administration of China (the “CAC”), jointly with the relevant authorities, formally published Measures for Cybersecurity Review (2021), which took effect on February 15, 2022, and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the (“Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

On February 17, 2023, the CSRC released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, the “CSRC Filing Rules”), which came into effect on March 31, 2023. The CSRC Filing Rules further stipulate the rules and requirements for overseas offering and listing conducted by PRC domestic companies. The CSRC Filing Rules further clarified and emphasized that the comprehensive determination of the “indirect overseas offerings and listing of PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the procedures under the CSRC Filing Rules if the following criteria are met at the same time: (i) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. Furthermore, the CSRC Filing Rules provide a negative list of types of issuers banned from listing overseas, the issues’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

As of the date of this prospectus, as confirmed by our PRC Counsel, China Commercial Law Firm, based on the PRC laws and regulations effective as of the date of this prospectus and subject to interpretations of these laws and regulations that may be adopted by mainland China authorities, we and the Operating Subsidiaries are not a “PRC domestic companies”  as defined under the Trial Administrative Measures that are required to go through the filing procedures under the Trial Administrative Measures, and the Operating Subsidiaries’ operations in Hong Kong and the offering and listing of our securities in the United States are not subject to the review nor prior approval or permissions of the CSRC, and the Measures for Cybersecurity Review (2021), the PRC Data Security Law, the PRC Personal Information Protection Law, the Draft Overseas Listing Regulations, and the CSRC Filing Rules does not currently have an impact on this offering, on the basis that (i) we do not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland China company or individual directly or indirectly; (ii) we and our subsidiaries do not have any operations or physical presence 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; (iv) we are headquartered in Hong Kong and all of our officers and members of the Board of Directors are not mainland China citizens and all of our revenues and profits are generated by the Operating Subsidiaries or GVL and we have not generated revenues or profits from mainland China in the most recent accounting year that account for more than 50% of the corresponding figures in our audited consolidated financial statements for the same period; (v) although the Operating Subsidiaries may collect and store certain data (including certain personal information from our clients, some of whom may be individuals in mainland China, connection with our business operations for “Know Your Customers” purposes (to combat money launder), we and the Operating Subsidiaries 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, given that (a) as of the date of this prospectus, the Operating Subsidiaries have in aggregate collected and stored the personal information of far less than one million users in mainland China; (b) all of the data collected by the Operating Subsidiaries is stored in servers located in Hong Kong; (c) we do not place any reliance on collection and processing of any personal information to maintain our business operation; (d) data processed in our business should not have a bearing on national security nor affect or may affect national security; (e) as of the date of this prospectus, neither of the Operating Subsidiaries have 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, the 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).

However, as further advised by our PRC Counsel, China Commercial Law Firm, Since these laws, regulations and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the Operating Subsidiaries’ daily business operation and the listing of our Ordinary Shares on the United States or other foreign exchanges.

Furthermore, as the CSRC Filing Rules are newly promulgated, their interpretation, application and enforcement remain unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. If the CSRC Filing Rules become applicable to us or the Operating Subsidiaries that are require us and/or our Operating Subsidiary to go through the filing procedures under the CSRC Filing Rules, or if we or our Operating Subsidiary is subject to cybersecurity review, or if any of the Operating Subsidiaries is deemed to be an “Operator”, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to the Operating Subsidiaries in Hong Kong and we or the Operating Subsidiaries are subject to cybersecurity review, the business operation of the Operating Subsidiaries and the listing of our Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or the CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and the Operating Subsidiaries become subject to the CAC or CSRC review, we cannot assure you that the Operating Subsidiaries will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. If we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into the mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. See “Risk Factors – Risks Related to Doing Business in Hong Kong - If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-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” on page 29.

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 Hong Kong-based issuers. The PRC government may also intervene or impose restrictions on our ability to move out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Furthermore, PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that require our company or any of our subsidiaries to obtain regulatory approval from PRC authorities before this offering. These actions could result in a material change in our operations and could significantly limit or completely hinder our ability to complete this offering or cause the value of the Shares to significantly decline or become worthless. See “Prospectus Summary — Recent Regulatory Developments in the PRC” beginning on page 9.

Furthermore, as more stringent criteria, including the Holding Foreign Companies Accountable Act (the “HFCA Act”), have been recently imposed by the SEC and the Public Company Accounting Oversight Board (“PCAOB”), recently, the Shares may be prohibited from trading if our auditor cannot be fully inspected. Our auditor, Audit Alliance LLP, 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 Audit Alliance LLP’s compliance with applicable professional standards. Audit Alliance LLP is headquartered in Singapore, and can be inspected by the PCAOB. As of the date of this prospectus, our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021, relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong. On August 26, 2022, CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in China and Hong Kong. The Protocol remains unpublished and is subject to further explanation and implementation. 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. See “Risk Factors — Risks Relating to The Shares — Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspectable by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspectable by the PCAOB and, as such, in the future investors may be deprived of the benefits of the PCAOB inspection program. Furthermore, trading in our securities may be prohibited under the HFCA Act 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 29, 2022, the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”) was enacted, which amended the HFCA Act 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, and thus reduced the time before the Shares may be prohibited from trading or delisted” on page 29. We cannot assure you whether Nasdaq or other regulatory authorities will apply additional or more stringent criteria to us. Such uncertainty could cause the market price of the Shares to be materially and adversely affected.

Our management monitors the cash position of the Operating Subsidiaries regularly and prepares budgets on a monthly basis to ensure it has the necessary funds to fulfil its obligations for the foreseeable future and to ensure adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported to our Chief Financial Officer and subject to approval by our board of directors (“Board of Directors”).

For GCGCL to transfer cash to its subsidiaries, GCGCL is permitted under the laws of the Cayman Islands to provide funding to our subsidiaries incorporated in the BVI (as defined below) and Hong Kong through loans or capital contributions, provided such funding is in the best interests of GCGCL. GCGCL’s subsidiary formed under the laws of the BVI is permitted under the laws of the BVI to provide funding to the Operating Subsidiaries subject to certain restrictions set forth in the BVI Business Companies Act 2004 (as amended) and memorandum and articles of association of the relevant GCGCL’s subsidiary incorporated under the laws of the BVI. As a holding company, GCGCL may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. According to the BVI Business Companies Act 2004 (as amended), a BVI company may make dividends distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. If any of GCGCL’s subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to GCGCL. On November 5, 2024, the Company, Mr. Law Chun Ming Johnny (“Mr. Law”), and certain related parties entered into offsetting arrangement to net off the amount due from Mr. Law (in the amount of HK$2,738,736) and the corresponding amount due to Active Ideal Holdings Limited (“Active Ideal”) as of November 5, 2024. On November 6, 2024, the Company, Mr. Yeung Wan Yiu (“Mr. Yeung”) and certain related parties entered into offsetting arrangement to net off the amount due from Mr. Yeung (in the amount of HK$5,373,643) and the amount due to Team Plus International Limited (“Team Plus”) as of November 6, 2024 (in the amount of HK$4,019,039). See “Related Party Transactions” on page 119 for further details. Other than the transactions above, during the nine months ended December 31, 2024 and the fiscal years ended March 31, 2024 and 2023, GCGCL, GVL, GMCL and GCL did not declare or pay any dividends or made other distributions, and there was no transfer of assets among GCGCL and its subsidiaries. We do not have any current intentions to distribute further earnings. If we decide to pay dividends on any of the Shares in the future, as a holding company, we will be dependent on receipt of funds from the Operating Subsidiaries by way of dividend payments, and subject to applicable Cayman Islands restrictions. See “Dividend Policy,” “Risk Factors – Risks Related to The Shares - We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.” on page 35, and “Consolidated Statements of Change in Shareholders’ Equity in the Report of Independent Registered Public Accounting Firm” for further details.

We are an “emerging growth company” and a “foreign private issuer” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.

We will not be considered a “controlled company” under Nasdaq corporate governance rules as we do not currently expect that more than 50% of the Company’s voting power will be held by an individual, a group or another company immediately following the consummation of this offering. Nonetheless, following the consummation of this offering, our principal shareholders will hold in aggregate approximately 68.75% of the Ordinary Shares. As a result, if they act together, will be able to control the management and affairs of the Company. See “Risk Factors – Risks Related to The Shares - Our principal shareholders have significant voting power and may take actions that may not be in the best interests of our other shareholders” on page 35.

Upon the completion of this offering, the outstanding shares of GCGCL will consist of 12,000,000 Ordinary Shares, assuming Eddid Securities USA Inc. (the “Underwriters”) do not exercise their Over-Allotment Option (as defined below), or 12,300,000 Ordinary Shares, assuming the Over-Allotment Option is exercised in full.

We expect our total cash expenses for this offering (including cash expenses payable to our Underwriters for their out-of-pocket expenses) to be approximately US$2,769,179 exclusive of the above discounts. In addition, we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority (“FINRA”), as underwriting compensation. These payments will further reduce proceeds available to us before expenses. See “Underwriting.”

Neither the Securities and Exchange Commission (as defined below) nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This offering is being conducted on a firm commitment basis. The Underwriters are obligated to take and pay for all of the Ordinary Shares. We have granted the Underwriters an option for a period of forty-five (45) days from the effective date of this prospectus to purchase up to 300,000 additional Ordinary Shares from us at the IPO price (or 15% of the Ordinary Shares sold in this offering), less underwriting discounts to cover over-allotments, if any. If the Underwriters exercise the Over-Allotment Option (as defined below) in full, assuming the public offering price per Ordinary Share is US$4, the total underwriting discounts payable will be US$552,000 and the total proceeds to us, before expenses, will be US$9,200,000.

If we complete this offering, net proceeds will be delivered to us and the Selling Shareholders on the closing date of this offering (the “Closing Date”).

The Underwriters expect to deliver the Ordinary Shares against payment as set forth under “Underwriting” on or about           , 2025.

Eddid Securities USA Inc.

The date of this prospectus is            , 2025.

TABLE OF CONTENTS

We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. Neither we, the Selling Shareholders, nor the Underwriters, have authorized anyone to provide you with different information, and we and the Underwriters take no responsibility for any other information others may give you. Neither we, the Selling Shareholders, nor the Underwriters are making an offer to sell the Shares in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or the sale of any Ordinary Shares.

For investors outside the United States: Neither we, the Selling Shareholders, nor the Underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. 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 Ordinary Shares and the distribution of this prospectus outside the United States.

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

Until and including           , 2025 (25 days after the date of this prospectus), all dealers that buy, sell or trade the Shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as Underwriters and with respect to their unsold allotments or subscriptions.

CONVENTIONS THAT APPLY TO THIS PROSPECTUS 

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

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the Underwriters of their Over-Allotment Option.

GCGCL is a holding company with operations conducted in Hong Kong through its key Operating Subsidiaries in Hong Kong, GMCL and GCL. GMCL’s and GCL’s reporting currency is Hong Kong dollars. This prospectus contains translations of Hong Kong dollars into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this prospectus were calculated at the rate of US$1 = HK$7.8259 on March 31, 2024, as published in H.10 statistical release of the United States Federal Reserve Board. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this prospectus were calculated at the rate of US$1 = HK$7.7677 on December 31, 2024, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the HK$ amount represents or could have been, or could be converted, realized or settled into US$ at that rate, or at any other rate.

The chart below illustrates our corporate structure as of the date of this prospectus and upon completion of this offering (assuming the Underwriters do not exercise the Over-Allotment Option):

As of the date of this prospectus, the Company’s principal shareholders hold in aggregate 82.5% of the Ordinary Shares. After this offering, these principal shareholders will hold in aggregate approximately 68.75% of the Ordinary Shares, assuming the Underwriters do not exercise the Over-Allotment Option. Although we will not be considered a “controlled company” under Nasdaq corporate governance rules as we do not currently expect that more than 50% of our voting power will be held by an individual, a group or another company immediately following the consummation of this offering, the abovementioned shareholders, if they act together, will be able to control the management and affairs of our company.

We are offering 2,000,000 Ordinary Shares, representing approximately 16.67% of the issued and outstanding Ordinary Shares following completion of the offering of GCGCL, assuming the Underwriters do not exercise the Over-Allotment Option. The Selling Shareholders are offering 1,750,000 Ordinary Shares, representing approximately 14.58% of the total outstanding Ordinary Shares following the completion of this offering (assuming the Underwriters do not exercise the Over-Allotment Option), to the underwriters pursuant to this prospectus.

Holding Company Structure

GCGCL is a Cayman Islands holding company with no material operations of its own, and we conduct our operations primarily in Hong Kong through the Operating Subsidiaries. This is an offering of the Ordinary Shares of GCGCL, an exempted company with limited liability incorporated under the laws of the Cayman Islands, instead of the shares of the Operating Subsidiaries. Investors in this offering will not directly hold any equity interests in the Operating Subsidiaries.

As a result of our corporate structure, GCGCL’s ability to pay dividends may depend upon dividends paid by the Operating Subsidiaries. If our existing Operating Subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

Transfers of Cash To and From Our Subsidiaries

Our management monitors the cash position of the Operating Subsidiaries regularly and prepares budgets on a monthly basis to ensure it has the necessary funds to fulfil its obligations for the foreseeable future and to ensure adequate liquidity. In the event that there is a need for cash or a potential liquidity issue, it will be reported to our Chief Financial Officer and subject to approval by the Board of Directors.

No regulatory approval is required for GCGCL to transfer cash to its subsidiaries is subject to the following: GCGCL is permitted under the laws of the Cayman Islands to provide funding to our subsidiaries incorporated in the BVI and Hong Kong through loans or capital contributions, provided such funding is in the best interest of GCGCL. GCGCL’s subsidiary formed under the laws of the BVI is permitted under the laws of the BVI to provide funding to the Operating Subsidiaries subject to certain restrictions laid down in the BVI Business Companies Act 2004 (as amended) and memorandum and articles of association of the relevant GCGCL’s subsidiary incorporated under the laws of the BVI.

The ability of GVL, the direct subsidiary of GCGCL, to transfer cash to GCGCL is subject to the following: according to the BVI Business Companies Act 2004 (as amended), GVL may make dividends distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due.

The ability of GMCL and GCL to transfer cash to GVL is subject to the following: according to the Companies Ordinance of Hong Kong, GMCL and GCL may only make a distribution out of profits available for distribution. Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this prospectus.

On November 5, 2024, the Company, Mr. Law, and certain related parties entered into offsetting arrangement to net off the amount due from Mr. Law (in the amount of HK$2,738,736) and the corresponding amount due to Active Ideal as of November 5, 2024. On November 6, 2024, the Company, Mr. Yeung and certain related parties entered into offsetting arrangement to net off the amount due from Mr. Yeung (in the amount of HK$5,373,643) and the amount due to Team Plus International Limited as of November 6, 2024 (in the amount of HK$4,019,039). See “Related Party Transactions” on page 119 for further details. Other than the transactions above, during the nine months ended December 31, 2024 and the fiscal years ended March 31, 2024 and 2023, GCGCL, GVL, GMCL and GCL did not declare or pay any dividends or made other distributions, and there was no transfer of assets among GCGCL and its subsidiaries.

If we determine to pay dividends on any of the Shares in the future, as a holding company, we will be dependent on receipt of funds from our subsidiaries by way of dividend payments. GCGCL is permitted under the laws of Cayman Islands to provide funding to its subsidiaries through loans or capital contributions, provided such funding is in the best interest of GCGCL. The Operating Subsidiaries are permitted under the laws of Hong Kong to provide funding to GCGCL through dividend distributions without restrictions on the amount of the funds distributed.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Subject to the Cayman Islands laws and our Amended and Restated Memorandum and Articles, our Board of Directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our Board of Directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from the operating entities, our financial condition, contractual restrictions and other factors deemed relevant by our Board of Directors. Any of these factors could have a material adverse effect on our business, financial position and results of operations, and hence there is no assurance that we will be able to pay dividends to our shareholders after the completion of the IPO.

The Cayman Islands does not impose a withholding tax on payments of dividends to shareholders in the Cayman Islands.

Under Hong Kong law, dividends could only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or other distributable reserves, as permitted under Hong Kong law. Dividends cannot be paid out of share capital. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor there is any restriction on foreign exchange to transfer cash between GCGCL and its subsidiaries, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings from our business and subsidiaries, to GCGCL and U.S. investors and amounts owed. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect to dividends paid by us.

See “Dividend Policy” and “Risk Factors — We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business,” and Consolidated Statements of Change in Shareholders’ Equity in the audited financial statements contained in this prospectus for more information.

Enforceability of Civil Liabilities

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands in order to enjoy the following benefits: (a) political and economic stability; (b) an effective judicial system; (c) a favorable tax system; (d) the absence of exchange control or currency restrictions; (e) and the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include: (a) the Cayman Islands has a less exhaustive body of securities laws than the United States and these securities laws provides less protection to investors; and (b) the Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, among us, our officers, directors and shareholders, be arbitrated.

We have appointed Cogency Global Inc. as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Ogier, our counsel as to the laws of the Cayman Islands has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us based on certain civil liability provisions of the securities laws of the United States, and (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

Substantially all of our assets are located outside the United States. In addition, most of our directors and executive officers are nationals or residents of jurisdictions other than the United States and substantially all of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States, or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors.

CFN Lawyers, our counsel as to the laws of Hong Kong, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of U.S. 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 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.

A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty), and (2) final and conclusive on the merits of the claim, but not otherwise. 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.

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States.

Summary of Key Risks

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operations, cash flows, and prospects that you should consider before making a decision to invest in the Shares. These risks are discussed more fully in “Risk Factors.”

Risks Related to Our Business and Industry

	●	The revenue from our corporate finance and capital market advisory services and our placing and underwriting business is non-recurring in nature and our profitability is highly unpredictable. See a more detailed discussion of this risk factor on page 18 of this prospectus.
	●	We are exposed to business risk arising from our placing and underwriting business in case the securities underwritten by the Operating Subsidiaries are undersubscribed or placing exercise fails to complete. See a more detailed discussion of this risk factor on page 18 of this prospectus.
	●	Our asset management business may be adversely affected by the risks arising from poor investment performance and market competition which could significantly decrease our AUM. See a more detailed discussion of this risk factor on page 18 of this prospectus.

Risks Relating to Doing Business in Hong Kong

	●	There are uncertainties regarding the interpretation and enforcement of PRC and Hong Kong laws, rules, and regulations. See a more detailed discussion of this risk factor on page 26 of this prospectus.
	●	Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with Hong Kong-based operations, all of which could increase our compliance costs and subject us to additional disclosure requirements. See a more detailed discussion of this risk factor on page 27 of this prospectus.

●

The recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business operations, share price, and reputation. See more detailed discussion of this risk factor on page 30 of this prospectus.

Recent Regulatory Developments in the PRC

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong. The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. If there is a significant change to current political arrangements between mainland China and Hong Kong, companies operating in Hong Kong may face similar regulatory risks as those operated in the PRC, including their ability to offer securities to investors, list their securities on a U.S. or other foreign exchange, and conduct their business or accept foreign investment. In light of PRC government’s recent expansion of authority in Hong Kong, there are risks and uncertainties which we cannot foresee for the time being, and rules, regulations and the enforcement of laws in the PRC can change quickly with little or no advance notice. The PRC government may intervene or influence the current and future operations in Hong Kong at any time or may exert more oversight and control over offerings conducted overseas and/or foreign investment in issuers like us. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. If there is a significant change to current political arrangements between mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is denied permission from mainland China or Hong Kong authorities, we will not be able to list our Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Ordinary Shares significantly decline or be worthless.

PRC-Related Regulations and the Permission Required from the PRC Authorities Related to This Offering

We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, 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 China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws. Also, on July 10, 2021, the CAC issued a revised draft of the Measures for Cybersecurity Review for public comments (the “Revised Draft”), which required that, in addition to “operators of critical information infrastructure,” any “data processor” controlling personal information of no less than one million users that seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and it further elaborated the factors to be considered when assessing the national security risks of the relevant activities.

On December 24, 2021, the CSRC released the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Comments) (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (together with the Draft Administrative Provisions, the “Draft Rules Regarding Overseas Listing”). The Draft Rules Regarding Overseas Listing lays out the filing regulation arrangement for both direct and indirect overseas listing and clarifies the determination criteria for indirect overseas listing in overseas markets. Among other things, if a domestic enterprise intends to indirectly offer and list securities in an overseas market, the record-filing obligation is with a major operating entity incorporated in the PRC, and such filing obligation shall be completed within three working days after the overseas listing application is submitted. The required filing materials for an IPO and listing shall include, but not be limited to: regulatory opinions, record filing, approval, and other documents issued by competent regulatory authorities of relevant industries (if applicable), and security assessment opinions issued by relevant regulatory authorities (if applicable). On December 27, 2021, the National Development and Reform Commission (“NDRC”) and the Ministry of Commerce jointly issued the Special Administrative Measures for Entry of Foreign Investment (Negative List) (2021 Version) (“Negative List”), which became effective and replaced the previous version. Pursuant to the Negative List, if a PRC company, which engages in any business where foreign investment is prohibited under the Negative List, or prohibited businesses seeks an overseas offering or listing, it must obtain the approval from competent governmental authorities. Based on a set of Q&A published on the NDRC’s official website, an NDRC official indicated that after a PRC company submits its application for overseas listing to the CSRC and where matters relating to prohibited businesses under the Negative List are implicated, the CSRC will consult the regulatory authorities having jurisdiction over the relevant industries and fields.

On January 4, 2022, the CAC, the NDRC, and several other administrations jointly adopted and published the revised Cybersecurity Review Measures (“CRM”), which took effect on February 15, 2022, and replaced the Revised Draft issued on July 10, 2021. Pursuant to the revised CRM, if a network platform operator holding personal information of over one million users seeks for “foreign” listing, it must apply for the cybersecurity review. In addition, operators of critical information infrastructure purchasing network products and services are also obligated to apply for the cybersecurity review for such purchasing activities. Although the CRM provides no further explanation on the extent of “network platform operator” and “foreign” listing, we do not believe we are obligated to apply for a cybersecurity review pursuant to the revised CRM, considering that (i) we are not in possession of or otherwise holding personal information of over one million users, and it is also very unlikely that we will reach such threshold in the near future; and (ii) as of the date of this prospectus, we have not received any notice or determination from applicable PRC governmental authorities identifying it as a critical information infrastructure operator.

On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, as approved by the State Council, released the CSRC Filing Rules, which came into effect on March 31, 2023. The CSRC Filing Rules further stipulate the rules and requirements for overseas offering and listing conducted by PRC domestic companies. The CSRC Filing Rules further clarified and emphasized that the comprehensive determination of the “indirect overseas offerings and listing of PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be considered as a PRC domestic company that is subject to the Trial Administrative Measures and required to go through the filing procedures under the CSRC Filing Rules if the following criteria are met at the same time: (i) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. Furthermore, the CSRC Filing Rules provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

GCGCL is a holding company incorporated in the Cayman Islands and conduct its operations in Hong Kong through the Operating Subsidiaries, and it does not have any operation, maintain office or personnel or physical presence in Mainland China, nor currently does it have, nor intend to have, any subsidiary or VIE in Mainland China or intend to acquire any equity interest in any domestic companies within Mainland China, nor is it controlled by any companies or individuals of Mainland China. Further, the Operating Subsidiaries are headquartered in Hong Kong with all of our officers and members of the board of directors based in Hong Kong, and all of our revenues and profits are generated by the Operating Subsidiaries or GVL and we have not generated revenues or profits from mainland China in the most recent accounting year that account for more than 50% of the corresponding figures in our audited consolidated financial statements for the same period.

Therefore, as confirmed by our PRC Counsel, China Commercial Law Firm, based on laws and regulations currently in effect in the PRC as of the date of this prospectus, we believe that we and the Operating Subsidiaries are not a “PRC domestic companies” as defined under the Trial Administrative Measures that are required to go through the filing procedures under the Trial Administrative Measures, and the Operating Subsidiaries’ operations in Hong Kong and the offering and listing of our securities in the United States are not subject to the review nor prior approval or permissions of the CSRC. However, as the CSRC Filing Rules and the supporting guidelines are newly published, there exists uncertainty with respect to the implementation and interpretation of the principle of “substance over form.” If our offering and listing is later deemed as “indirect overseas offering and listing by companies in mainland China” under the CSRC Filing Rules, we may need to complete the filing procedures for our offering and listing. If we are subject to the filing requirements, we cannot assure you that we will be able to complete such filings in a timely manner or even at all. Since these statements and regulatory actions are new, it is highly uncertain how soon the 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. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our daily business operations, its ability to accept foreign investments, and the listing of the Shares on a U.S. or other foreign exchange. There remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If the CSRC Filing Rules become applicable to the Operating Subsidiaries or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law becomes applicable to the Operating Subsidiaries and we or the Operating Subsidiaries are subject to cybersecurity review, the business operation of the Operating Subsidiaries and the listing of the Shares in the United States could be subject to the CAC’s cybersecurity review or CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and the Operating Subsidiaries become subject to the CAC or CSRC review, we cannot assure you that the Operating Subsidiaries will be able to comply with the regulatory requirements in all respects, and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. If the Operating Subsidiaries fail to receive or maintain such permissions or if the required approvals are denied, the Operating Subsidiaries may become subject to fines and other penalties that may have a material adverse effect on our business, operations, and financial condition and may hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of the Shares to significantly decline or be worthless.

PRC-Related Regulations and the Permission Required from the PRC Authorities Related to Serving Mainland China-Based Clients

Our Operating Subsidiaries, GMCL and GCL, are both incorporated and licensed in Hong Kong. GMCL holds Type 1 (dealing in securities) and Type 6 (advising on corporate finance) licenses from the SFC and provides IPO sponsorship services, corporate finance and capital market advisory services, and placing and underwriting services. GCL holds Type 1 (dealing in securities), Type 4 (advising on securities), and Type 9 (asset management) licenses from the SFC and provides placing and underwriting services, investment advisory services, asset management services, and securities brokerage services. During the nine months ended December 31, 2024 and the fiscal years ended March 31 2024 and 2023, the Operating Subsidiaries acted as sponsor, placing agent and underwriters for a total of 7 mainland China clients, among which 1 client was “PRC domestic companies” under the Trial Administrative Measures and their overseas listings in Hong Kong are subject to CSRC’s review procedures and approval. Therefore, we and the Operating Subsidiaries are subject to certain legal and operational risks associated with the Operating Subsidiaries being based in Hong Kong and having existing or potential clients who are companies based in Mainland China or have shareholders or directors that are Mainland China individuals.

As stipulated and required by the Trial Administrative Measures, as a condition for the “overseas securities companies” outside of Mainland China, such as the Operating Subsidiaries, to engage PRC domestic companies in Mainland China as clients to act as their listing sponsors or underwriters (i.e. in our case, to conduct Type 6 (advising on corporate finance activities) and Type 1 (dealing in securities) activities) for their overseas listings outside of Mainland China, the overseas securities companies, such as the Operating Subsidiaries, are subject to the filing/reporting, verification and supervisory obligations to the CSRC regarding the overseas listing projects of the PRC domestic companies engaged, including: (1) filing and registering with CSRC as sponsors or underwriters who are being engaged by PRC domestic companies for their overseas listing, and submitting report to the CSRC annually on the relevant business activities of such overseas securities companies regarding overseas listings of PRC domestic companies; and (2) for each project for which the overseas securities companies have been engaged, submitting the undertakings to the CSRC that such offshore securities companies have verified and examined the documents submitted to CSRC by its clients in relation to their overseas listing, and that such documents are true, accurate and complete. For the details of the filing/reporting, verification and supervisory obligations to the CSRC, please see “Regulations - Registration/Filing Requirements and the Regulatory Regime under the Trial Administrative Measures” on page 111.

Currently, the Operating Subsidiaries, GMCL and GCL, are registered with the CSRC under Article 21 of the Trial Administrative Measures as an overseas securities company and have provided the undertakings to the CSRC in relation to the PRC domestic companies clients that engaged GMCL as the listing sponsor or GCL as the underwriters for their overseas listings in Hong Kong. According to Article 21 of the Trial Administrative Measures, sponsors and lead underwriters engaged before March 31, 2023 for overseas listing applications to the CSRC submitted by the PRC domestic companies shall make a filing with the CSRC within 30 working days after March 31, 2023 in a prescribed form specified in Supporting Guideline No.5. of the Trial Administrative Measures. Sponsors or lead underwriters who are being engaged for Overseas Listings after March 31, 2023, shall within 10 working days after signing its first engagement agreement, submit to the CSRC a prescribed form specified in Supporting Guideline No.5. Such filing only needs to be done once, not on case-by-case basis. Such overseas securities company must update the CSRC within 10 working days in case of changes of details previously filed. According to Article 21 of the Trial Administrative Measures, no later than January 31 each year, overseas securities companies that serve as sponsors or lead underwriters for overseas listings shall submit an annual report to the CSRC on its relevant business activities in the previous year on all overseas listings.

Therefore, although the offering of our securities in the United States and the operation of the Operating Subsidiaries in Hong Kong do not require approvals, licenses, permits, or qualifications from the PRC authorities, such as the CSRC or the CAC, as long as the Operating Subsidiaries conducts regulated activities in Hong Kong that involve PRC domestic companies, the Operating Subsidiaries are subject to regulatory oversight from the CSRC under the Trial Administrative Measures for its business of providing IPO sponsorship or underwriting services of PRC domestic companies.

As stipulated by the Trial Administrative Measures, if the CSRC were to believe, in the process of execution of the projects sponsored by the Operating Subsidiaries, that the Operating Subsidiaries are in violation of its undertakings to the CSRC, or failed to exercise proper diligence, or has made misrepresentations to the CSRC or relevant PRC authority, the CSRC and PRC authorities may issue correction order and warnings, impose of pecuniary penalties against us, the responsible staff, directors, or other officers of the Operating Subsidiaries, and prohibit us and the Operating Subsidiaries from providing our services to PRC domestic companies in Mainland China, thereby causing the Operating Subsidiaries to lose access to the Mainland China market. Furthermore, the Trial Administrative Measure explicitly stipulated that the CSRC may also refer the relevant information concerning the alleged misconduct or violation to CSRC’s regulatory counterparts in overseas jurisdiction, i.e., the SFC in Hong Kong, which governs and regulates the business operation of our Operation Subsidiaries, we and the Operating Subsidiaries could be subject to inquiries, reviews or investigations, disciplinary actions, revocation or suspension of licenses, public or private reprimand or imposition of pecuniary penalties, by the SFC. See “Risk Factors— Risks Related to Our Business and Industry — A significant percentage of our revenue is derived from our clients which are based and operate in Mainland China. As long as the Operating Subsidiaries engage the PRC domestic companies as clients or conduct regulated activities in Hong Kong that involve such companies, the Operating Subsidiaries are subject to the regulatory oversights from the CSRC and various obligations imposed by the Trial Administrative Measures, the violation or the alleged violation of which may result in warning, penalties, or prohibitions on the future business activities of the Operating Subsidiaries in Mainland China, and consequently may materially and adversely affect our business, financial condition, and results of operations” for further details.

As of the date of this prospectus, neither we nor the Operating Subsidiaries have been informed by any PRC governmental authority, including the CSRC, of the violation of the undertaking or any obligations to the CSRC. We believe the Operating Subsidiaries and we have complied with all applicable laws and regulations in connection with the engagement with PRC clients in Mainland China in all material respects.

Permission Required from Hong Kong and PRC Authorities

Due to the licensing requirements of the SFC, the Operating Subsidiaries, GMCL and GCL, are required to be licensed to conduct operations relating to regulated activities in Hong Kong. As of the date of this prospectus, GCL currently holds Type 1 license (dealing in securities), Type 4 license (advising on securities) and Type 9 license (asset management), and GMCL currently holds Type 1 license (dealing in securities) and Type 6 license (advising on corporate finance). These licenses have no expiration date and will remain active until they are otherwise suspended or revoked. The personnel of GMCL and GCL are also subject to the relevant laws and regulations. As of the date of this prospectus, GCGCL is not required to obtain any permission or approval from Hong Kong authorities to issue the Shares to foreign investors. We are also not required to obtain permissions or approvals from any PRC authorities before listing in the United State and to issue the Shares to foreign investors or operate our business as currently conducted, including the CSRC, the CAC, or any other governmental agency that is required to approve our operations.

As confirmed and advised by our PRC Counsel, China Commercial Law Firm, as of the date of this prospectus, based on PRC laws and regulations effective as of the date of this prospectus, the Company is not required to obtain permissions or approvals from any PRC authorities before listing in the United States and to issue our Ordinary Shares to foreign investors or operate the business as currently conducted, including the CSRC, the CAC, or any other governmental agency that is required to approve our operations, because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation; and (ii) the Operating Subsidiaries were established and operate in Hong Kong and is not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. GCGCL and the Operating Subsidiaries are not a “PRC domestic companies” as defined under the Trial Administrative Measures that are required to go through the filing procedures under the Trial Administrative Measures, and the Operating Subsidiaries’ operations in Hong Kong and the offering and listing of our securities in the United States are not subject to the review nor prior approval or permissions of the CSRC as of the date of this prospectus. No permissions or approvals have been applied for by the Company or denied by any relevant authority.

Hong Kong is a Special Administrative Region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, which serves as Hong Kong’s constitution (the “Basic Law”). The Basic Law provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong 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 and that we are required to obtain such permissions or approvals, (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, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face similar regulatory risks as those operated in mainland China, including the ability to offer securities to investors, list their securities on a U.S. or other foreign exchanges, conduct their business or accept foreign investment or sanctions by the CSRC, the CAC, or other PRC regulatory agencies.

Recent PCAOB Developments

On May 20, 2020, the U.S. Senate passed the HFCA Act, 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 HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020. Pursuant to the HFCA act, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor cannot be inspected by the PCAOB for three consecutive years, and this ultimately could result in the Shares being delisted.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above.

On June 22, 2021, the U.S. Senate passed the AHFCAA, which was signed into law on December 29, 2022, reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act, which took effect on January 10, 2022. 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.

On December 16, 2021, PCAOB issued a Determination Report, which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

Our auditor, Audit Alliance LLP, the independent registered public accounting firm that issues the audit report included elsewhere 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 our auditor’s compliance with the applicable professional standards. Audit Alliance LLP is headquartered in Singapore, and can be inspected by the PCAOB. As of the date of this prospectus, our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021 in mainland China or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong.

On August 26, 2022, CSRC, the MOF, and the PCAOB signed the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. The Protocol remains unpublished and is subject to further explanation and implementation. 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 an exemption from the rule that a majority of the Board of Directors must be independent directors; unfettered ability to transfer information to the SEC.

On December 29, 2022, the Consolidated Appropriations Act was signed into law by President Joseph Biden, which contained, among other things, an identical provision to AHFCAA and amended the Holding Foreign Companies Accountable Act 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 Shares may be prohibited from trading or delisted.”

See “Risk Factors — Risks Relating to The Shares — Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspectable by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspectable by the PCAOB and, as such, in the future investors may be deprived of the benefits of the PCAOB inspection program. Furthermore, trading in our securities may be prohibited under the HFCA Act 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 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCA Act 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, and thus reduced the time before the Shares may be prohibited from trading or delisted” on page 28.

Implications of Being an Emerging Growth Company and a Foreign Private Issuer

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”), enacted in April 2012, and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of the Shares pursuant to this offering. However, if certain events occur before the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed US$1.235 billion, or we issue more than US$1 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period.

In addition, Section 107 of the JOBS Act 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. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

We are a foreign private issuer as defined by the SEC. As a result, in accordance with the rules and regulations of The Nasdaq Stock Market LLC, we may comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), except that we must comply with the Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.

Corporate Information

Our principal executive office is located at 13/F, Wing Sing Commercial Centre, 12-16 Wing Lok Street, Sheung Wan, Hong Kong. Our telephone number is (+852) 2130 2088. Our registered office in the Cayman Islands is located at the office of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, P.O. Box 32311, Grand Cayman KY1-1209, Cayman Islands.

Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42^nd Street, 18^th Floor New York, NY 10168. We maintain websites at https://glam-hk.com/en/ and https://www.grandmoore.com/. Information contained on, or that can be accessed through, our websites are not a part of, and shall not be incorporated by reference into, this prospectus.

Impact of COVID-19

Since early 2020, the ongoing COVID-19 pandemic has caused significant disruption to worldwide economic activities, including economic activities in Hong Kong (where we operate and where our client base is located), and in mainland China (where our client base is located). The COVID-19 pandemic has resulted in quarantines, travel restrictions, limitations on social or public gatherings, and the temporary closure of business venues and facilities across the world. This had significantly dampened business conditions and led to weak investment sentiments. These measures have hindered our client development whilst business transactions and trading volumes have been adversely affected by the depressed market condition that resulted in a decrease in the number of transactions and trading activities, which had a direct negative impact on our results of operations.

Many of the quarantine and lockdown measures within mainland China and Hong Kong have since been relaxed. On May 30, 2023, the Hong Kong government has lowered the response level of COVID-19 from emergency level to alert level. We expect that the adverse effects of COVID-19 will continue to diminish in 2024. Nevertheless, relaxation of restrictions on economic and social activities may lead to new cases which may result in the return of restrictions. Our clients as well as revenue generation are mainly from China (including Hong Kong). The negative impacts of the COVID-19 outbreak on our business include: (i) the uncertain economic conditions may refrain clients from engaging our services; (ii) quarantines could impede our ability to contact existing and new clients. Travel restrictions could limit other parties’ ability to visit and meet us in person. Although most communication could be achieved via video calls, this form of remote communication could be less effective in building trust and communicating with existing and new clients; and (iii) the operations of our clients have been and could continue to be negatively impacted by the pandemic, which may in turn adversely impact their business performance, and could result in a decreased demand for our services.

The prolonged phenomenon of COVID-19 and the effects of mutations in the virus, both in terms of extent and intensity of the pandemic, together with their impact on our industry and the macroeconomic situations are still difficult to anticipate and may pose substantial uncertainties. In the event the health and economic environment does not improve nor there is no significant recovery in the regions where the Operating Subsidiaries serve its clients or operate, our business, results of operations and financial condition could be materially and adversely affected.

The Offering

Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the Underwriters’ Over-Allotment option and is based on 10,000,000 Ordinary Shares outstanding as of the date of this prospectus.

RISK FACTORS

An investment in the Shares involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information appearing elsewhere in this prospectus, before deciding to invest in the Shares. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations, and future growth prospects. In these circumstances, the market price of the Shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

The SFC in Hong Kong has broad regulatory authority over our business operations, subsidiaries, and licensed representatives, and any non-compliance with applicable rules and regulations could have a material adverse effect on our business.

The SFC in Hong Kong has broad regulatory authority over our business operations, subsidiaries, and licensed representatives, and any non-compliance with applicable rules and regulations could have a material adverse effect on our business. Our Operating Subsidiaries are subject to extensive regulatory oversight by the SFC in Hong Kong under the Securities and Futures Ordinance (Cap. 571), which governs our Type 1 (dealing in securities), Type 4 (advising on securities), and Type 6 (advising on corporate finance) regulated activities. Our Operating Subsidiaries and certain of our personnel are licensed with the SFC, and are therefore required to comply with various obligations, including but not limited to, licensing conditions, compliance, conduct of business rules, and internal control standards. Failure to comply with these requirements could result in investigations, fines, suspension or revocation of licenses, or other disciplinary actions by the SFC. These consequences could materially and adversely affect our reputation and our ability to conduct our business.

The Operating Subsidiaries operate in a highly regulated industry and ongoing compliance with the rules and regulations could be costly and affect our operations.

The financial and securities services industry in which the Operating Subsidiaries operate is highly regulated and any material changes to the laws and regulations applicable to us and the Operating Subsidiaries could significantly affect our operations or might restrict our business activities. Many aspects of the businesses of the Operating Subsidiaries depend on obtaining and maintaining approvals, licenses, permits, or qualifications from the relevant regulators. We cannot assure that the business model and operations the Operating Subsidiaries currently have in place would be in compliance with any changes or updates to the regulatory requirements.

Furthermore, the Operating Subsidiaries are licensed with the relevant regulatory authorities in Hong Kong, including, without limitation, as a licensed corporation under the SFO. Therefore, each of the Operating Subsidiaries has to ensure continuous compliance with all applicable laws, regulations, and guidelines, and satisfy the SFC, the Hong Kong Stock Exchange, and/or other regulatory authorities that the Operating Subsidiaries remain fit and proper to be licensed. In addition, the SFC expects high standards of sponsor’s conduct and one of the Operating Subsidiaries, GMCL, will need to continue to enhance its internal controls and systems in respect of its sponsorship services in accordance with new regulatory requirements or guidance. Any material changes to laws and regulations applicable to the Operating Subsidiaries could significantly affect our operations. We cannot assure you that the business model and operations the Operating Subsidiaries currently have in place would be in compliance with any changes or updates to the regulatory requirements. Costs of compliance may increase, and the fee structure of the Operating Subsidiaries may have to be adjusted. However, there can be no assurance that the Operating Subsidiaries will be able to pass on any increase in such costs to clients in the future. In addition, as the Operating Subsidiaries and the parties involved in the inquiries and investigations are subject to statutory secrecy obligations under the SFO, we and the Operating Subsidiaries may not be permitted to disclose details on any SFC inquiries, reviews or investigations without the consent of the SFC.

On June 2, 2023, the SFC has commenced an investigation under the SFO against GCL and two of its responsible officers, Mr. Chu Chun Yi and Mr. Chow Ka Keung. The investigation was commenced by the SFC in connection with certain events where a then staff member (now ex-employee) of GCL may have committed offences contrary to section 383 of the SFO. Under section 383 of the SFO a person may commit an offence if, in an application to the SFC, he makes a representation that is false or misleading in a material particular and he knows that, or is reckless as to whether, such a representation is false or misleading in a material particular (as the case may be). Pursuant to the relevant regulatory framework in Hong Kong, a licensed corporation, GCL and its senior management (which by definition includes its responsible officers, Mr. Chu and Mr. Chow) has the duty to ensure such information is neither false nor misleading and endorse the information in respect of the relevant individual provided to the SFC. As of March 31, 2025, the investigation against Mr. Chu has been concluded and no further action will be taken. As at the date of this prospectus, i) the said investigation against Mr. Chow has yet to be concluded; and (ii) no regulatory action has been taken against GCL, Mr. Chu or Mr. Chow in connection thereof. We are unable to accurately predict the outcome of such investigation given its ongoing nature. There remains a risk that at the conclusion of the investigation, the SFC may identify misconduct, deficiency or material non-compliance and take regulatory actions, which may include, among other things, reprimands, fines, limitations or prohibitions on our future business activities or suspension or revocation of the licenses of GCL and its responsible officers, Mr. Chu and Mr. Chow. Under section 383 of the SFO, the maximum penalty for an offence upon conviction on indictment is up to a fine of HK$1,000,000 and imprisonment of 2 years. As Mr. Chu and Mr. Chow also serve as our Chief Executive Officer and Chief Financial Officer, respectively, regulatory action taken against them could also adversely affect our reputation and results of operations. There also remains a risk that the Operating Subsidiaries may not be able to rectify our practices to be in compliance with relevant laws and regulations following the identification of any such misconduct, deficiency or material non-compliance, which may result in the SFC taking additional regulatory actions against the Operating Subsidiaries in the forms described above. The investigation process itself may divert significant management attention and resources from our core business operations.

Any non-compliance with applicable laws, regulations, guidance, or codes or any negative findings made by the regulators may result in (i) fines, deterrent penalties, disciplinary actions against us, our responsible officers, licensed representatives, or any of our personnel; or (ii) suspension or revocation of some or all of (a) our registrations or licenses for carrying on our business activities; or (b) the approvals or licenses granted to our personnel enabling them to carry out their responsibilities. For instance, conditions may be imposed on our licenses restricting us and the Operating Subsidiaries to carry on its business or the responsible officers or licensed representatives of the Operating Subsidiaries may be banned from the industry, for a specific period of time. We may experience disciplinary actions taken against or penalties imposed on the Operating Subsidiaries, our directors, responsible officers, licensed representatives, or relevant staff. Any materialization of any of these regulatory risks could have a substantial adverse effect on our business, financial condition, and results of operations.

Our operations are concentrated in Hong Kong. Our business performance is highly influenced by the conditions of capital and financial market in Hong Kong and globally. Unfavorable market and economic conditions and the material deterioration of the political and regulatory environment in Hong Kong, Mainland China, and elsewhere in the world could materially and adversely affect our business, financial condition, prospects, and results of operations.

Our business operations are carried out in Hong Kong. Our results of operations and prospects are highly susceptible to any development of change in government policies, as well as economic, social, political and legal development in Hong Kong and globally. Events with adverse impacts on investors’ confidence and risk appetites, such as riots or mass civil disobedience movements and general deterioration of the local economy, may lead to a reduction in investment or trading activities and in turn our business performance. Any change in the Hong Kong and global economic, social and political environment, all of which are beyond our control, may lead to a prolonged period of sluggish market activities which would in turn have material adverse impact on our business.

The capital market and the economic conditions in general of Hong Kong are highly sensitive to conditions of the capital markets, political, social and economic conditions in Mainland China and globally. When there are unfavorable changes to the global or local market conditions, the capital market and the economy in Hong Kong may experience negative fluctuations in its performance. Any prolonged slowdown in the global or Chinese economy may affect potential clients’ confidence in the capital market as a whole and have a negative impact on our business as a whole, the demand for our services, our pricing strategies, the level of our business activities and consequently our revenue derived therefrom. According to annual statistics of the Hong Kong Stock Exchange, total equity funds raised dropped from approximately US$32 billion for the year ended December 31, 2022 to approximately US$19 billion for the year ended December 31, 2023, and the number of newly listed companies decreased from 90 for the year ended December 31, 2022 to 73 for the year ended December 31, 2023, among which the number of companies newly listed on the Main Board decreased from 90 to 73, and the number of companies newly listed on GEM remained at 0 for the respective years. The numbers of newly listed companies on the Main Board and GEM, in aggregate, for the years ended December 31, 2022 and 2023, respectively, are the lowest among the numbers for each of the year from 2014 to 2023, being a time period of approximately a decade. This may materially and adversely affect our financial condition and the results of operations.

Additionally, continued turbulence in the international financial markets may adversely affect our ability to access the capital markets to meet liquidity needs. Financial markets and economic conditions could be negatively impacted by many factors, both economically and politically, beyond our control, such as the inability to access capital markets, control of the foreign exchange, changes in exchange rates, rising interest rates or inflation, slowing or negative growth rate, government involvement in the allocation of resources, inability to meet financial commitments in a timely manner, terrorism, pandemics, political uncertainty, Russo — Ukraine war, the outcome of the Sino — US trade dispute, civil unrest, fiscal or other economic policy of Hong Kong or other governments, and the timing and nature of any regulatory reform.

The current heightened tensions in international economic relations, such as the one between the United States and China, may also give rise to uncertainties in global economic conditions and adversely affect the capital market of Hong Kong. Amid these tensions, the U.S. government has imposed and may impose additional measures on entities in China, including sanctions. The U.S. government has imposed and has continued to propose to impose additional, new, or higher tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices. China has responded by imposing, and proposing to impose additional, new, or higher tariffs on certain products imported from the United States. Unfavorable financial market and economic conditions in Hong Kong, Mainland China, and elsewhere in the world, and the escalations of the tensions that affect trade relations may lead to slower growth in the global economy in general, could negatively affect our clients’ business and materially reduce demand for our services and increase price competition among financial services firms seeking such engagements, and thus could materially and adversely affect our business, financial condition, and results of operations. In addition, our profitability could be adversely affected due to our fixed costs and the possibility that we would be unable to reduce our variable costs without reducing revenues or within a timeframe sufficient to offset any decreases in revenues relating to changes in the market and economic conditions.

Given the close tie between Hong Kong and Mainland China, the stability of the Hong Kong economy and domestic market is susceptible to the general economic, political and regulatory environment in Mainland China. For the nine months ended December 31, 2024 and for the fiscal years ended March 31, 2025, 2024 and 2023, revenue generated from mainland China clients amounted to approximately HK$20,907,232, HK$22,430,029, HK8,091,149, and HK$11,008,747, representing approximately 44.30%, 44.19%, 44.75% and 34.61% of our total revenue (giving effect to the acquisition of GMCL as if it had occurred on April 1, 2022), respectively. During the nine months ended December 31, 2024 and the fiscal years ended March 31 2024 and 2023, our Operating Subsidiaries acted as sponsor, placing agent and underwriters for a total of 7 mainland China clients, among which 1 client was “PRC domestic companies” under the Trial Administrative Measures and their overseas listings in Hong Kong are subject to CSRC’s review procedures and approval. As such, our continued profitability will depend to a material extent on the ability of our Mainland China clients to conduct fundraising activities, IPO, or securities offering in Hong Kong. Any material adverse changes in the economic performance, political situations and regulations in relation to the financial and securities market in Mainland China may adversely affect Mainland China-based companies’ desire to participate in the financial and securities market in Hong Kong. This may lower their demand for the services of our Operating Subsidiaries and in turn adversely affect our financial condition and results of operations. The economy of Mainland China differs from the economies of most developed countries in a number of aspects, such as the extent of government intervention, growth rate, and control of the foreign exchange. In particular, the PRC government exerts substantial control over the growth of the domestic economy by means of, among others, resource allocation as well as setting policy on foreign exchange. There is no assurance that the PRC government will not implement reforms or policies which may drastically (i) restrict Mainland China investors from investing abroad and in Hong Kong; and/or (ii) restrict Mainland China companies and businesses to participate in the capital market in Hong Kong. Such intervention or policies changes may potentially affect the attractiveness of Hong Kong as an alternative venue for Mainland China business to conduct fundraising activities and securities offering in Hong Kong, or reduce the willingness of Mainland China investors to trade securities, or otherwise diminish the securities and financial market of Hong Kong, given the substantial reliance of Hong Kong financial and securities on the business and companies based in Mainland China. If the Chinese government implements market-oriented reforms involving unprecedented or experimental revision of its economic reform measures, there is no guarantee that adjustments to its policies will not negatively affect our operations and business development.

Furthermore, the outbreak of war in Ukraine has already affected global economic markets, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s military action in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect our client’s business and our business, even though we do not have any direct exposure to Russia or the adjoining geographic regions. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We are currently actively monitoring the situation in Ukraine, however, we cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial condition, liquidity and business outlook of our business.

The Operating Subsidiaries are susceptible to regulatory changes relevant to companies listed on the Hong Kong Stock Exchange and other exchanges.

A portion of our revenue is derived from providing securities brokerage, placing and underwriting services in Hong Kong where the Operating Subsidiaries may act as syndicate members, utilizing our distribution network for securities offerings. These offerings include both securities of companies listed on the Hong Kong Stock Exchange and securities of companies listed on other global exchanges that are distributed in Hong Kong through the Operating Subsidiaries. Further, companies listed on the Hong Kong Stock Exchange and parties seeking a listing on the Hong Kong Stock Exchange and/or carrying out corporate finance transactions may be required to appoint sponsors, financial advisors or independent financial advisors from time to time (as applicable) in order to fulfil the relevant requirements of the Hong Kong Listing Rules, the GEM Listing Rules and the Takeovers Code, and other applicable rules and regulations. The business activities and funding needs of these clients, and consequently the Operating Subsidiaries, may be susceptible to the changes in relation to the compliance requirements of these relevant rules and regulations. Any regulatory changes relevant to companies listed on the Hong Kong Stock Exchange or other exchanges, such as changes in listing requirements, offering procedures, regulatory approvals required for securities offerings in general, relaxation of rules and/or regulations requiring the appointment of sponsors, financial advisers or independent financial advisers for corporate finance transactions for companies listed on the Hong Kong Stock Exchange, may significantly affect the demand and scope of the Operating Subsidiaries’ services and thereby adversely impact our business and prospects in the future.

A significant percentage of our revenue is derived from our clients which are based and operate in Mainland China. As long as the Operating Subsidiaries engages PRC domestic companies as clients or conducts regulated activities in Hong Kong that involve such companies, the Operating Subsidiaries are subject to the regulatory oversights from the CSRC and various obligations imposed by the Trial Administrative Measures, the violation or the alleged violation of which may result in warning, penalties, or prohibitions on the future business activities of the Operating Subsidiaries in Mainland China, and consequently may materially and adversely affect our business, financial condition, and results of operations.

For the nine months ended December 31, 2024 and for the fiscal years ended March 31, 2025, 2024 and 2023, revenue generated from mainland China clients amounted to approximately HK$20,907,232, HK$22,430,029, HK8,091,149, and HK$11,008,747, representing approximately 44.30%, 44.19%, 44.75% and 34.61% of our total revenue (giving effect to the acquisition of GMCL as if it had occurred on April 1, 2022), respectively. During the nine months ended December 31, 2024 and the fiscal years ended March 31 2024 and 2023, our Operating Subsidiaries acted as sponsor, placing agent and underwriters for a total of 7 mainland China clients, among which 1 client was “PRC domestic companies” under the Trial Administrative Measures and their overseas listings in Hong Kong are subject to CSRC’s review procedures and approval. As stipulated and required by the Trial Administrative Measures, as a condition for the “overseas securities companies” outside of Mainland China, such as the Operating Subsidiaries, to engage PRC domestic companies in Mainland China as clients to act as their listing sponsors or underwriters (i.e. in our case, to conduct Type 6 (advising on corporate finance activities) and Type 1 (dealing in securities) activities) for their overseas listings outside of Mainland China, overseas securities companies, such as the Operating Subsidiaries, are subject to the filing/reporting, verification and supervisory obligations to the CSRC regarding the overseas listing projects of the PRC domestic companies engaged, including: (1) filing and registering with CSRC as sponsors or underwriters who are being engaged by PRC domestic companies for their overseas listing, and submitting report to the CSRC annually on the relevant business activities of such overseas securities companies regarding overseas listings of PRC domestic companies; and (2) for each project of the overseas securities companies, submitting the undertakings to the CSRC that such offshore securities companies have verified and examined the documents submitted to CSRC by its clients in relation to their overseas listing, and that such documents are true, accurate and complete. For the details of the filing/reporting, verification and supervisory obligations to the CSRC, please see “Regulations — Registration/Filing Requirements and the Regulatory Regime under the Trial Administrative Measures” on page 111.

Currently, the Operating Subsidiaries, GMCL and GCL, are registered with the CSRC under Article 21 of the Trial Administrative Measures as an overseas securities company and has provided the undertakings to the CSRC in relation to the PRC domestic companies clients that engaged the Operating Subsidiaries as the listing sponsor or underwriters for their overseas listings in Hong Kong. Therefore, although the offering of our securities in the United States and the operation of the Operating Subsidiaries in Hong Kong do not require approvals, licenses, permits, or qualifications from the PRC authorities, such as the CSRC or the CAC, as long as the Operating Subsidiaries conduct regulated activities in Hong Kong that involves PRC domestic companies, the Operating Subsidiaries are subject to the regulatory oversights from the CSRC under the Trial Administrative Measures for its business of providing listing sponsorship of PRC domestic companies. As of the date of this prospectus, neither we nor the Operating Subsidiaries have been informed by any PRC governmental authority, including the CSRC, of the violation of the undertaking or any obligations to the CSRC. We believe the Operating Subsidiaries and we have complied with all applicable laws and regulations in connection with the engagement with PRC clients in Mainland China in all material respects.

However, as stipulated by the Trial Administrative Measures, if the CSRC were to believe, in the process of execution of the projects sponsored by the Operating Subsidiaries, that the Operating Subsidiaries are in violation of its undertakings to the CSRC, or failed to exercise proper diligence, or has made misrepresentations to the CSRC or relevant PRC authority, the CSRC and PRC authorities may issue correction order and warnings, impose pecuniary penalties against the Operating Subsidiaries and its responsible staff, directors, or other officers, suspend or revoke the Operating Subsidiaries’ registration under Article 21 of the Trial Administrative Measures, or prohibit us and the Operating Subsidiaries from conducting business activities or providing services to the clients based in Mainland China, causing the Operating Subsidiaries to lose access to the Mainland China market, all of which could have a material adverse effect on our business operation, reputation, financial condition and the results of operations. Furthermore, the Trial Administrative Measure explicitly stipulated that the CSRC may refer the relevant information concerning the alleged misconduct or violation to CSRC’s regulatory counterparts in overseas jurisdiction, i.e., the SFC in Hong Kong, which governs and regulates the business operation of our Operation Subsidiary. As a result, we and the Operating Subsidiaries could be subject to inquiries, reviews or investigations, disciplinary actions, revocation or suspension of licenses, public or private reprimand or imposition of pecuniary penalties by the SFC, concerning the alleged misconduct or violation arising from the Operating Subsidiaries’ activities in Mainland China.

The Operating Subsidiaries rely on a limited number of key clients for its business, which exposes us to significant client concentration risk.

GCGCL’s top five clients (giving effect to the acquisition of GMCL as if it had occurred on April 1, 2022) in aggregate account for 73.22% and 59.54% of its total revenue for the fiscal years ended March 31, 2024 and 2023, respectively. GCGCL’s top five clients in aggregate account for 88.8% of its total revenue for the nine months ended December 31, 2024. The clients of the Operating Subsidiaries are fairly concentrated, and we rely on a limited number of key clients during each period of our business. Client concentration risk is further intensified due to the reliance on different clients, for services engaged in different periods, and the fact that the revenue from the corporate finance advisory and placing and underwriting business conducted by the Operating Subsidiaries was generated on a project-by-project basis and non-recurring in nature.

We cannot assure you that the Operating Subsidiaries will be successful in diversifying its client base, engaging new clients, and reducing the client concentration risk. Client concentration risk may be amplified due to the limited number of fundraising activities in a period of a given year. If the Operating Subsidiaries are unable to continuously secure new sizable mandates, or if the market conditions become unfavorable, our business and our results of operations may be materially and adversely affected. Our goal is to diversify our client base and revenue source and position ourselves as a trusted financial services provider. However, we cannot assure you that the Operating Subsidiaries will be successful in diversifying its client base and reducing our client concentration risk. Moreover, if the Operating Subsidiaries lose a key client or if a client decides to engage another financial services provider for the same services the Operating Subsidiaries provided, and if the Operating Subsidiaries are unable to secure new clients during a period of time in the future, our results of operations, financial conditions, cashflow positions may be adversely and materially impacted.

We and our subsidiaries derive significant portion of revenue from limited number of clients that are related parties

We and our subsidiaries derive a substantial portion of revenue from a limited number of clients, many of whom are related parties, which presents material risks to our business, financial condition, and our results of operations. For the fiscal years ended March 31, 2024 and 2023, GCGCL’s top two and top three clients, respectively, accounted for approximately 47% of GCGCL’s total revenue in each year (giving effect to the acquisition of GMCL as if it had occurred on April 1, 2022). Two of these key clients, namely GLAM-HKCFC MBS Fund and GLAM Finance Limited, are controlled by Mr. Yeung Wan Yiu, who is also one of our principal shareholders. As such, GCGCL’s financial performance is heavily dependent on maintaining business relationships with these related party clients. Any deterioration in these relationships, changes in business needs, or loss of business of any of the related party clients could materially and adversely affect our business and profitability in the future.

Further, given the substantial contribution of related party clients to GCGCL’s revenue, replacing these related party clients in the event of loss of business could be challenging and may adversely impact our financial results. If we and our subsidiaries unable to diversify the client base, reduce reliance on these related party clients, or effectively manage the associated risks, our business, financial condition, and results of operations could be materially and adversely affected.

Where one or more of the regulated activities of the Operating Subsidiaries has less than two responsible officers, the relevant Operating Subsidiaries will be in breach of the relevant licensing requirements, which could adversely affect the license status of the Operating Subsidiaries, thus jeopardizing our business and financial performance.

Under the licensing requirement of the SFO, the Operating Subsidiaries each have to maintain at least two responsible officers for each type of regulated activity. In addition, to act as sponsor and compliance adviser, one of the Operating Subsidiaries, GMCL, must ensure that there are sufficient sponsor principals engaged in a full-time capacity to discharge its roles in overseeing and supervising the transaction team with at least two sponsor principals engaged at all times. Without an adequate number of sponsor principals, GMCL cannot accept new engagement.

We cannot guarantee that the Operating Subsidiaries can at all times maintain a sufficient number of responsible officers and/or sponsor principals. In the event some or all of the responsible officers and/or sponsor principals resign, become disqualified, or otherwise ineligible to continue their role as responsible officers and/or sponsor principals, and an immediate and suitable replacement could not be found, the Operating Subsidiaries will be in breach of the relevant licensing requirements which could adversely affect the license status of the Operating Subsidiaries.

The revenue from our corporate finance and capital market advisory services and our placing and underwriting business is non-recurring in nature and our profitability is highly unpredictable.

Our corporate finance advisory and placing and underwriting business conducted by the Operating Subsidiaries operate on a project-by-project basis, and the financial performance of these businesses is subject to various uncertainties, such as market conditions, the particulars of each engagement, and project completion timeline. The sustainability of the financial performance of these businesses is uncertain, as these are highly depending on factors such as the number of projects undertaken, the revenue generated from each client, and the recurring business opportunities. To sustain the corporate finance advisory and placing and underwriting business, the Operating Subsidiaries rely on their ability to leverage their relationship to source and retain clients. Revenue generated from these businesses may fluctuate from time to time and may not recur, and we cannot guarantee that clients who have previously sought the services of the Operating Subsidiaries will continue to retain such Operating Subsidiaries for future projects.

Moreover, the demand for the corporate finance advisory and underwriting services is heavily dependent on market conditions. Any adverse market conditions or market sentiment will affect clients’ decision on the scale, timing, and stock market choices in respect of their fundraising needs, which may lead to lower demand for, delay to, or termination of fundraising activities and our services, and in turn affect the financial performance of our corporate finance advisory and placing and underwriting business.

We are exposed to business risk arising from our placing and underwriting business in case the securities underwritten by the Operating Subsidiaries are undersubscribed or placing exercise fails to complete.

Our placing service conducted by the Operating Subsidiaries operates on a best effort basis and is subject to market conditions and volatility. In the event of adverse changes in market conditions or investor sentiment, the Operating Subsidiaries may not be able to secure investors to subscribe for all or part of the offered securities and the placement may not be completed in full or may not proceed at all. The commission from such placement engagements may be reduced, or the Operating Subsidiaries may not receive any commission at all in the worst-case scenario. Although the Operating Subsidiaries typically engage in fundraising exercise to place securities with investors on a best effort basis, if the securities are undersubscribed due to market conditions or other factors, the entire fundraising exercise may not be completed or may be cancelled. This could result in a reduction of the Operating Subsidiaries’ commission income from such fundraising exercises, or they may not be entitled to any commission at all.

In addition, if the securities underwritten by the Operating Subsidiaries are undersubscribed due to volatile or unfavorable market conditions or other factors, the Operating Subsidiaries may be required to purchase the undersubscribed portion on their own account up to the maximum underwriting commitment. This could materially and adversely affect our liquidity and financial position, particularly if the purchased securities become illiquid or lose market value.

Our placing and underwriting business depends on referrals and may incur commission payments that could adversely affect our profitability.

Our revenue generated from the placing and underwriting activities of the Operating Subsidiaries increased significantly from approximately HK$763,894 for the nine months ended December 31, 2023 to approximately HK$41,207,891 for the nine months ended December 31, 2024, with a corresponding commission expense increasing from approximately HK$171,346 to approximately HK$37,720,408 during the same periods. The increase in both revenue and commission expenses reflects the dependence on referrals for securing placing and underwriting opportunities. Although these expenses generally correspond with revenue generation, in the event that the referrers reduce their cooperation with us, redirect opportunities to our competitors, or if we face increased competition leading to less favorable commission arrangements, our business, financial condition, and results of operations could be materially and adversely affected.

We rely on investment management fees received from two funds for our asset management business.

GCGCL relies on the revenue generated from the asset management business conducted by GCL. As of March 31, 2024 and 2023, we recognized management and performance fees income of approximately HK$3,498,693 and HK$5,156,611, respectively, of which a substantial portion was received from two funds managed by GCL, namely GLAM-HKCFC MBS Fund, and Xi Yue Cultural Industry Investment Fund L.P.. As of December 31, 2024, we recognized management and performance fees income of approximately HK$1,227,098, of which a substantial portion was received from one fund managed by GCL, namely GLAM-HKCFC MBS Fund. The investment management agreements entered into between GCL and these funds can be generally terminated by these funds, provided that prior notices have been given by the funds to GCL. There is no guarantee that GCL will be able to maintain relationships with these funds, or that these funds would not terminate these investment management agreements in the future.

As of the date of this prospectus, Xi Yue Cultural Industry Investment Fund L.P. no longer engages GCL to provide investment management services, leaving GCL reliant on the remaining fund, GLAM-HKCFC MBS Fund, for its asset management business. Any decline in such fund’s performance and net asset value or AUM, and/or a reduction in the management fees, performance fees and/or subscription and redemption fees payable by GLAM-HKCFC MBS Fund to GCL in future could have an adverse impact on the financial performance of GCL, thereby affecting our overall business and financial performance.

Management fees, performance fees and/or subscription and redemption fees paid by GLAM-HKCFC MBS Fund to GCL for the fiscal years ended March 31, 2024 and 2023 amounted to approximately HK$1,783,427 and HK$1,559,161, respectively, while the management fees, performance fees and/or subscription and redemption fees paid by Xi Yue Cultural Industry Investment Fund L.P. to GCL for the fiscal years ended March 31, 2024 and 2023 amounted to approximately HK$1,704,231 and HK$1,863,150, respectively. Management fees, performance fees and/or subscription and redemption fees payable by GLAM-HKCFC MBS Fund to GCL for the nine months ended December 31, 2024 amounted to approximately HK$1,227,098, while the management fees, performance fees and/or subscription and redemption fees payable by Xi Yue Cultural Industry Investment Fund L.P. to GCL for the nine months ended December 31, 2024 is nil.

Our asset management business may be adversely affected by the risks arising from poor investment performance and market competition, which could significantly decrease our AUM.

As of March 31, 2024 and 2023, the AUM of the fund management business conducted by GCL amounted to approximately HK$181,966,881 and HK$202,656,802, respectively. As of December 31 2024, the AUM of the fund management business conducted by GCL amounted to approximately HK$157,735,412. The management fee is calculated as a percentage of the amount of the AUM. In addition, GCL may earn performance fees and charge subscription charge and redemption charge for certain fund management schemes.

Investment performance is one of the most important factors in retaining GCL’s clients. Investment performance is subject to market condition and volatility, availability of hedging instrument, investment strategies and decision, and risk management policy. In addition, changes in exchange rate, interest rate, and other economic factors will affect investment performance. Poor investment performance may lead to loss of clients and failure to attract new clients for GCL’s asset management business, resulting in a decrease of AUM of the fund(s) managed by GCL. We cannot assure you that such AUM can be increased under the highly competitive environment with numerous competitors from other securities firms, fund managers, commercial banks, and insurance companies, which may have a longer operating history, better brand names and reputation, and proven track record of investment performance.

The investment funds that GCL manages can be redeemed by the fund investors providing prior notice to the investment fund and its investment manager.

An investor’s ability to withdraw and/or redeem interests or shares from funds managed by GCL is generally not restricted in accordance with the withdrawal and/or redemption mechanism contained in the respective fund documents (subject to relevant lock-up period). In the event that there are substantial withdrawals or redemptions by investors within a short period of time, the funds managed by GCL would have to liquidate securities positions and other investments more rapidly than it is expected, possibly reducing the value of the funds managed by GCL and disrupting GCL’s trading strategy. As such, a reduction in the asset value of such funds managed by GCL could make it more difficult to generate a more positive return or to recoup losses due to, among other things, a reduction in such fund’s ability to take advantage of particular investment opportunities or a decrease in the ratio of their income to their expenses.

As the management fees, which GCL may be entitled to charge under the investment manager agreement, are calculated as a percentage of the AUM, a decline in such funds’ performance and net asset value or AUM, and/or a reduction in management fees payable to GCL could have an adverse impact on our financial condition and results of operation.

The Operating Subsidiaries may be unable to receive mandated payments in a timely manner or in full if milestone events stipulated in our mandates for IPO sponsorship, corporate financial advisory, and placing and underwriting services are not achieved as stipulated or if client withdraws from or terminates the transaction.

For the fiscal years ended March 31, 2024 and 2023 and for the nine months ended December 31, 2024, our business was heavily premised on the provision of IPO sponsorship, corporate finance advisory services and placing and underwriting services. The normal payment terms of these services involve progress payments based on milestones achieved, and not necessarily based on the time or costs the Operating Subsidiaries have incurred for the project. Moreover, the underwriting or placing commission is payable to the Operating Subsidiaries upon successful completion of the IPO or the fundraising exercise. There is no guarantee that the milestones specified in the mandates will be achieved or that clients will settle the invoices when due for all transactions. In the event that a project falls through due to factors beyond our control, even after the relevant Operating Subsidiaries have invested a substantial amount of time and effort, it may experience difficulties in seeking compensation or full payment in accordance with the relevant mandate.

We may be subject to substantial risks if the clients using our securities dealing and brokerage services default or delay on payments.

GCL’s securities brokerage business mandates that its clients are to settle their securities transactions executed through one of the Operating Subsidiaries, GCL, within a T+2 period. In the event that GCL’s clients do not possess adequate cash balances in their accounts to fulfil the settlement within the prescribed period, GCL are obligated to settle on their behalf through CCASS using our own resources. Consequently, GCL are required to maintain sufficient resources to accommodate such settlements and assume the risks of potential default in payment by its clients. In the event of such default, GCL’s liquidity position may be adversely affected.

There is no assurance that GCL or our risk management policies and measures will effectively mitigate such default risks arising from unexpected events or circumstances. There is a risk that GCL’s clients may not be able to meet their obligations to settle their securities transactions or time or at all, or that they may default on their obligations to us and GCL due to bankruptcy, lack of liquidity, or other reasons. If the clients fail to meet their payment obligation, our financial position and results of operations may be materially and adversely affected.

The securities dealing and brokerage business in Hong Kong is highly competitive and the commission rates may decrease in the future.

Our subsidiary, GCL, derives a portion of their income from their securities and brokerage business. GCL receives brokerage commission from its clients for (i) executing trade in securities on behalf of them and (ii) for subscribing for securities on behalf of them under an IPO offering and/or placing transaction. GCL’s clients may place orders by telephone, in writing, or by email. GCL may experience pressure on their commission or fee rates as a result of the increasing competition in the securities dealing and brokerage service industry as well as the popularity of online trading systems. Some of GCL’s competitors offer a broader range of services to a larger client base and enjoy higher trading volumes than GCL. Consequently, GCL’s competitors may be able and willing to offer trading services at lower commission or fee rates than GCL currently offers or may be able to offer. In case GCL is unable to charge a competitive rate of brokerage commission for its securities dealing and brokerage business, GCL may lose to its competitors for the same clients. A decline in GCL’s commission or fee rates could lower its revenues, which would in turn adversely affect our profitability.

The Operating Subsidiaries are required to maintain a sufficient level of funding and liquidity for our business activities and proposed strategies.

The Operating Subsidiaries are licensed with the SFC to carry on certain regulated activities. As a result, they are required to maintain a minimum amount of share capital and liquid capital as prescribed under the Securities and Futures (Financial Resources) Rules (Chapter 571N of the Laws of Hong Kong) (“FRR”). If our liquid capital, which means the amount by which our liquid assets exceeds our ranking liabilities, falls below the minimum requirement under the FRR, the Operating Subsidiaries will be in breach of the FRR resulting in SFC suspending our licenses, imposing conditions in relation to our regulated activities or taking other appropriate disciplinary actions against the Operating Subsidiaries, which may adversely affect our business operations and financial performance. As of the date of this prospectus, the Operating Subsidiaries are in compliance with the respective regulatory capital requirements. However, there is no assurance that such failure will not happen in the future. Our liquid capital may be tightened if there is a significant increase in placing and underwriting exercises. Failure to meet the above requirement may cause the SFC to suspend the licenses of the Operating Subsidiaries, impose conditions in relation to our regulated activities, or take other appropriate disciplinary actions against us, which may adversely affect our business operations and financial performance. Failure to meet the above requirement could also affect client confidence, our ability to grow, our costs of funds, our ability to pay dividends on Ordinary Shares, our ability to make acquisitions, and in turn, our business, results of operations, and financial condition.

We are vulnerable to any deficiency or inherent limitations of internal control system of our Company or the Operating Subsidiaries.

We are committed to conducting our business in accordance with the laws, rules, and policies issued or endorsed by regulators, best market practice and the highest standards of integrity and fair dealing. In accordance with the SFC Code of Conduct, the Operating Subsidiaries have established their internal control systems, operational guidelines, and compliance procedures for each of their business operations. The Operating Subsidiaries rely on the effectiveness of their internal control systems and procedures to record, process, summarize, and report financial and other data in an accurate and timely manner to identify any reporting errors and non-compliance with relevant rules and regulations. Any deficiency in the internal control systems of the Operating Subsidiaries may lead to financial loss and disciplinary actions taken by or penalties imposed by the regulators. There is no assurance that our internal control policies in place could or would be properly implemented, or be strictly adhered to, or are adequate or effective under the continuously changing business environment in which we and the Operating Subsidiaries operate.

The Operating Subsidiaries rely on their staff and management in operating and supervising their business activities. There may be possibilities that the staff of the Operating Subsidiaries commits offences such as theft and fraud or willful default such as insider dealing, market manipulation, false trading, and pricing rigging. There is no assurance that internal control systems of the Operating Subsidiaries are adequate or effective in protecting the Operating Subsidiaries from employees’ misconduct.

Further, we and the Operating Subsidiaries are also subject to the risk of fraud, illegal act, misconduct or other improper activities committed by our or its directors, employees, agents, clients or other third parties, such as entering into authorized transactions, improperly using or divulging insider information, recommending transactions not suitable for clients, engaging in fraudulent activities, or engaging in improper or illegal conduct. We cannot assure that internal control system, procedures and policies of us or of the Operating Subsidiaries would fully prevent or detect illegal or improper activities in our business operations. If illegal or improper activities transpire and the Operating Subsidiaries fail to identify them in a timely manner, or at all, the Operating Subsidiaries will be in breach of the legal and regulatory requirements in Hong Kong and may be subject to regulatory sanction resulting in financial loss and reputational harm, which could adversely affect our reputation and results of operations. It is not always possible to detect and deter fraud or misconduct by the directors, officers, employees, agents, clients or business partners of us or of the Operating Subsidiaries, or other third parties. The precautions that we and the Operating Subsidiaries take to detect and prevent such activity may not be effective in all cases. Fraud or misconduct by any of these persons or entities may cause us and the Operating Subsidiaries to suffer significant reputation harm and financial loss or result in regulatory disciplinary actions. The potential harm to our reputation and to our business caused by such fraud or misconduct is impossible to quantify.

We and the Operating Subsidiaries may not be able to fully detect money laundering and other illegal or improper activities in our business operations on a timely basis or at all, which could subject us and the Operating Subsidiaries to liabilities and penalties

We and the Operating Subsidiaries are required to comply with applicable anti-money laundering and counter-terrorism laws and regulations in the jurisdictions where it operates. Although the Operating Subsidiaries have adopted policies and internal control procedures aimed at detecting, and preventing being used for, money-laundering activities by criminals or terrorist-related organizations and individuals or improper activities (including but not limited to market manipulation and aiding and abetting tax evasion), in light of the complexity of money-laundering activities and other illegal or improper activities, such policies and procedures may not completely eliminate the possibility of third parties using our business platform to engage in money laundering and/or other illegal or improper activities.

Furthermore, the Operating Subsidiaries primarily comply with applicable anti-money laundering laws and regulations in Hong Kong (for instance, the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance and the Guideline on Anti-Money Laundering and Counter-Financing of Terrorism (For Licensed Corporations) issued by the SFC), and we and the Operating Subsidiaries may not fully detect violations of anti-money laundering regulations in other jurisdiction or be fully compliant with the anti-money laundering laws and regulations in other jurisdiction to which we and the Operating Subsidiaries are required. After we become a publicly listed company in the United States, we will also be subject to the U.S. Foreign Corrupt Practices Act of 1977, and other laws and regulations in the United States, including regulations administered by the U.S. Department of Treasury’s Office of Foreign Asset Control. To the extent that the policies and procedures currently in place fail to detect and prevent money-laundering activities, terrorist financing and other illegal or improper activities by directors, employees, agents, clients or other third parties of our Company and of the Operating Subsidiaries and/or if we and the Operating Subsidiaries fail to fully comply with the applicable laws and regulations, the relevant government authorities may initiate investigation against us and/or the Operating Subsidiaries, and may impose fines and/or other penalties on us and/or the Operating Subsidiaries, any of which may significantly and adversely affect our reputation, business operations and financial results.

We and the Operating Subsidiaries are exposed to potential disruptions and risks from unforeseen disasters or crises.

The operations and business continuity of the Operating Subsidiaries depend on its ability to operate its facilities and systems without significant interruption. Unforeseen events such as natural disasters, pandemics, power outages, or other catastrophic events could potentially disrupt their operations, leading to business interruption, financial loss, and damage to our reputation. While the Operating Subsidiaries have in place business continuity plans, these plans might not be sufficient to mitigate all potential disruptions. Furthermore, in the context of a global pandemic, our operations may be severely impacted due to government-imposed restrictions, widespread illness among the employees of the Operating Subsidiaries, or disruptions in supply chain. There is no guarantee that the contingency plans could fully prevent or remediate the effects of such unforeseen disasters or crises. Thus, our financial condition, results of operations, and business prospects may be adversely affected.

The Operating Subsidiaries may encounter potential conflicts of interest from time to time, and the failure to identify and address such conflicts of interest could adversely affect our business.

The Operating Subsidiaries face the possibility of actual, potential, or perceived conflicts of interest in the ordinary course of their business operations. Conflicts of interest may exist between (i) the different businesses of the Operating Subsidiaries; (ii) the Operating Subsidiaries and their clients; (iii) their clients; (iv) the Operating Subsidiaries and its employees; and (v) the clients and the employees of the Operating Subsidiaries. As the Operating Subsidiaries expand the scope of their business and client base, it is critical for the Operating Subsidiaries to be able to timely address potential conflicts of interest, including situations where two or more interests within our business naturally exist but are in competition or conflict. To effectively manage these situations, the Operating Subsidiaries have implemented specific policies and risk management procedures, as outlined in their compliance manuals, which are designed to identify, address and management these conflicts of interests swiftly and effectively as they arise. However, appropriately identifying and managing actual, potential, or perceived conflicts of interest is complex and difficult, and our reputation and clients’ confidence in the Operating Subsidiaries could be damaged if they fail, or appear to fail, to deal appropriately with one or more actual, potential, or perceived conflicts of interest. It is possible that actual, potential, or perceived conflicts of interest could also give rise to client dissatisfaction, litigation, or regulatory enforcement actions. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on the reputation of our Company and the Operating Subsidiaries.

The Operating Subsidiaries rely on a number of external service providers for certain key market information and data, technology, processing, and supporting functions.

The Operating Subsidiaries rely on a number of external service providers for certain key market information and data, technology, processing, and supporting functions. Furthermore, external content providers provide the Operating Subsidiaries with financial information, market news, charts, futures and stock quotes, and other fundamental data that the Operating Subsidiaries may also offer to their clients and users. These service providers face technical, operational, and security risks of their own. Any significant failures by them, including improper use or disclosure of confidential client, employee, or company information, could interrupt the Operating Subsidiaries’ business, cause us and the Operating Subsidiaries to incur losses, and harm our reputation. Particularly, the Operating Subsidiaries may utilize real-time market information data provided by the Hong Kong Stock Exchange, and several other institutions, which are essential for the Operating Subsidiaries and their clients to make informed investment decisions and take actions. If the data provided by such information providers were inaccurate or incomplete, or if such information providers fail to update or deliver the data in a timely manner as provided in the agreements, the Operating Subsidiaries and their clients may suffer financial losses.

We cannot assure you that the external service providers will be able to continue to provide these services to meet the Operating Subsidiaries’ current needs in an efficient and cost-effective manner, or that they will be able to adequately expand their services to meet the Operating Subsidiaries’ needs in the future. The external service providers’ ability to consistently provide these services is subject to risks from unfavorable political, economic, legal, or other developments, such as social or political instability, changes in governmental policies or changes in the applicable laws and regulations.

An interruption in or the cessation of service by any external service provider as a result of system failures, capacity constraints, financial constraints or problems, unanticipated trading market closures, or for any other reason and the Operating Subsidiaries’ inability to make alternative arrangements in a smooth and timely manner, if at all. Further, disputes might arise out of or in connection with the agreements regarding the Operating Subsidiaries’ or the service providers’ performance of the obligations thereunder. To the extent that any service provider disagrees with the Operating Subsidiaries on the quality of the products or services, terms and conditions of the payment or other provisions of such agreements, the Operating Subsidiaries may face claims, disputes, litigations or other proceedings initiated by such service provider against us. The Operating Subsidiaries may also incur substantial expenses and require significant attention of the management in defending against these claims, regardless of their merit.

We may have to bear losses resulting from trading errors.

During the course of providing securities brokerage services, clients can place their orders through GCL by telephone, in writing, or by email. There is no assurance that GCL will not inadvertently make trade errors, such as making mistakes when processing buy/sell orders or breakdown or failure of trading system. There is also no guarantee that adequate measures and procedures to protect and maintain the trading system will completely deter, or be continuously effective in deterring trading errors. Upon discovery of any trading error, GCL has to take immediate actions to rectify the trading error and the relevant client may be dissatisfied and refuse to settle the relevant trade, in which event, GCL and we may suffer losses from such trading error. Any trading errors may cause us and GCL to incur significant losses and may materially and adversely affect our reputation, financial condition, and results of operation.

Our business may experience unexpected network interruptions, security breaches or malware attacks (computer virus attacks) and failures in the Operating Subsidiaries’ information technology systems.

The information technology systems support substantially all phases of the operations of the Operating Subsidiaries and are an essential part of its technology infrastructure. If the systems fail to perform, the Operating Subsidiaries could experience disruptions in operations, slower response time or decreased client satisfaction. The Operating Subsidiaries must process, record, and monitor a large number of transactions and its operations are highly dependent on the integrity of its technology systems and the ability to make timely enhancements and additions to its systems. System interruptions, errors, or downtime can result from a variety of causes, including unexpected interruptions to the internet infrastructure, technological failures, changes to the systems, erroneous or corrupted data, changes in client usage patterns, linkages with third-party systems, and power failures. The Operating Subsidiaries’ systems are also vulnerable to disruptions from human error, execution errors, errors in models such as those used for risk management and compliance, employee misconduct, unauthorized trading, external fraud, malware attacks (including but not limited to computer viruses, worms, ransomware, and spyware), distributed denial of service attacks, cyberattacks, terrorist attacks, natural disaster, power outage, capacity constraints, software flaws, events impacting their key business partners and vendors, and other similar events.

Any failure to maintain the performance, reliability, security, or availability of the network infrastructure may cause significant damage to the Operating Subsidiaries’ ability to attract and retain users and clients. Major risks involving the network infrastructure include:

If we or the Operating Subsidiaries fail to prevent security breaches, improper access to or disclosure of our data or user data, or other hacking and attacks, we may lose clients, and our business, reputation, financial condition and results of operations may be materially and adversely affected.

The Operating Subsidiaries have, and we intend to enhance their privacy and data security policies in place that are designed to prevent security breaches and we are looking for resources to assist us to develop our security measures against breaches. However, as newer technologies evolve, and the portfolio of the service providers with which the Operating Subsidiaries shares confidential information with grows, we and the Operating Subsidiaries could be exposed to increased risk of breaches in security and other illegal or fraudulent acts, including cyberattacks. The evolving nature of such threats, in light of new and sophisticated methods used by criminals and cyberterrorists, including computer viruses, malware, phishing, misrepresentation, social engineering and forgery, is making it increasingly challenging to anticipate and adequately mitigate these risks.

In the ordinary course of business, the Operating Subsidiaries collect and store sensitive data, including business information and that of our clients, services suppliers and other service providers, as well as personally identifiable information about our clients and employees. The secure processing, maintenance and transmission of this information is critical to the operations and business strategy of us and of the Operating Subsidiaries. We, clients, and other financial institutions with which we and the Operating Subsidiaries interact. Are subject to ongoing, continuous attempts to penetrate key systems by individual hackers, organized criminals, and in some cases, state-sponsored organizations. Although to date we and the Operating Subsidiaries have not experienced any material losses or consequences relating to cyber-attacks of information systems, we and the Operating Subsidiaries are likely in the future to be subject to these types of attacks. If we and the Operating Subsidiaries are unable to avert these attacks and security breaches, we could be subject to significant legal and financial liabilities, our reputation would be harmed and we could sustain substantial revenue loss from lost sales and customer dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us, clients or other participants, or the internet infrastructure on which we depend. Actual or anticipated attacks and risks may cause us and the Operating Subsidiaries to incur significantly higher costs, including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and consultants. As we and the Operating Subsidiaries do not carry cybersecurity insurance, we will not be able to mitigate such risks to any third party. Cybersecurity breaches would not only harm our reputation and business, but also could materially decrease our revenue and net income.

A sustained outbreak of the COVID-19 virus could have a material adverse impact on our business, operating results, and financial condition.

Since late December 2019, the outbreak of COVID-19 spread rapidly throughout China and later to the rest of the world. On January 30, 2020, the International Health Regulations Emergency Committee of the World Health Organization declared the outbreak a PHEIC, and later, on March 11, 2020, a global pandemic. The COVID-19 outbreak has 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. From 2020 to the middle of 2021, a COVID-19 vaccination program had been greatly promoted around the globe; however, several types of COVID-19 variants emerged in different parts of the world.

Furthermore, our business may be adversely affected if concerns relating to COVID-19 continue to restrict travel, or result in the Company’s or the Operating Subsidiaries’ personnel, vendors, and services providers being unavailable to pursue their business objectives free of COVID-19 related restrictions. The extent to which COVID-19 impacts our business in the future will depend on future developments, that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concerns continue for an extended period of time, our ability to pursue our business objectives may be materially adversely affected. In addition, our ability to raise equity and debt financing, which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing became unavailable on terms acceptable to us or at all.

Any future impact on our results of operations will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities and other entities to contain the spread or treat its impact, almost all of which are beyond our control. Given the general slowdown in economic conditions globally and volatility in the capital markets, as well as the general negative impact of the COVID-19 outbreak on the financial and securities services industry, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. However, we note that the government authorities have gradually uplifted the preventive measures in relation to the COVID-19. For instance, on January 30, 2023, the Hong Kong government has ceased to issue any isolation orders to COVID-19 infectants. On May 5, 2023, the World Health Organization (WHO) announced that COVID-19 no longer constituted a public health emergency of international concern (PHEIC). On May 30, 2023, the Hong Kong government has lowered the response level of COVID-19 from emergency level to alert level. We expect that the adverse effects of COVID-19 will continue to diminish in 2024 and into 2025. We will continue to closely monitor the situation.

The Operating Subsidiaries face fierce competition in the financial and securities services industry in Hong Kong and may lose their competitive edge to their competitors.

There is a significant number of existing market participants in the financial and securities services industry in Hong Kong providing services similar to ours. The Operating Subsidiaries’ larger competitors may have advantages over us such as having better brand recognition and reputation in the market, wider range of value-adding services, stronger human and financial resources, longer operating histories, and operational presence in more geographic locations. The Operating Subsidiaries also face competition from local medium and small-sized financial services providers, which offer a similar range of services. New participants may enter into the market insofar as they have engaged appropriate qualified professionals and obtained the requisite regulatory licenses and permits. Given the keen competition, we cannot assure that the Operating Subsidiaries will be able to maintain our competitive edge in response to the fast-changing business environment. In addition, competition creates an unfavorable pricing environment in the market in which the Operating Subsidiaries operate. Intensified competition may cause the Operating Subsidiaries to reduce their service fees or commission rates in order to compete with other market players, which could place significant pressure on the ability to maintain gross margins and is particularly acute during market slowdowns.

Any damage to our reputation may have a material adverse impact on our business and financial condition.

Our directors consider our brand and reputation to be critical to our success and believe that we, through the Operating Subsidiaries, have established ourselves as a reliable and trusted financial services provider in Hong Kong. Our ability to develop, maintain, and enhance our brand and reputation will largely depend on: (i) the ability to continue providing satisfactory services to clients and investors, and (ii) market perception, which is particularly important in an industry where integrity, clients’ and investors’ trust, and confidence are crucial. Our brand and reputation could be materially and adversely affected if:

Any harm to our reputation may cause existing and potential clients and investors to be reluctant to procure our services in the future.

Failure to adequately protect our intellectual property rights may have a material adverse impact on our business and results of operations.

Although the Operating Subsidiaries have registered trademarks in Hong Kong to promote and protect their brands, there is no guarantee that these trademarks will provide us with sufficient protection, and they may be subject to challenges, invalidation, or circumvention. The trademarks may be invalidated or become unenforceable due to various factors, including prior trademark registrations or applications that we and the Operating Subsidiaries are not aware of. Any litigation or arbitration involving such trademarks may require significant resources and management efforts, and an unfavorable ruling could have an adverse impact on our business, prospects, and reputation.

In the event of any improper use of the registered trademarks that results in negative publicity, we will issue appropriate announcements, press releases, and/or advertisements to inform the market as to whether the incidents are relevant to us. Our Board of Directors and senior management will discuss further actions if necessary, but there is no guarantee that any actions we take will effectively limit the damage we may suffer, or prevent competitors or third parties from imitating our brand, eroding our image, or negating any competitive advantage we and the Operating Subsidiaries may have. Such adverse impacts could harm our business and profitability. For the Operating Subsidiaries’ intellectual properties, see “Business — Intellectual Property.”

We may be unable to successfully implement our future business plans and objectives.

Our future business plans may be hindered by factors beyond our control, such as competition within the industry we and the Operating Subsidiaries operate; our ability to cope with high exposure to financial risk, operational risk, market risk, and credit risk as our business and client base expands; and our ability to provide, maintain, and improve the level of human and other resources in servicing our clients. As such, we cannot assure you that our future business plans will materialize, that our objectives will be accomplished fully or partially, or that our business strategies will generate the intended benefits to us as initially contemplated. If we fail to implement our business development strategies successfully, our business performance could be materially and adversely affected.

We may in the future pursue acquisitions and joint ventures as part of our growth strategy. Any future acquisition or joint venture may result in exposure to potential liabilities of the acquired companies and significant transaction costs, and it may also present new risks associated with entering additional markets or offering new products or services and integrating the acquired companies or newly established joint ventures. Moreover, we may not have sufficient management, financial, and other resources to integrate companies we acquire or to successfully operate joint ventures, and we may be unable to profitably operate our expanded company structure. Additionally, any new business that we may acquire or joint ventures we may form, once integrated with our existing operations, may not produce expected or intended results.

We depend on key management personnel and our operation may suffer if we are unable to retain or replace them.

We and the Operating Subsidiaries have a team of experienced and competent management who is responsible for directing and managing daily operations, monitoring and supervising compliance and risk management, overseeing financial condition and performance, allocating and budgeting human resources, and formulating business strategies. However, we cannot assure you that we can retain the services of the key management of the Company and of the Operating Subsidiaries and find suitable replacement if any of them terminate their engagement with us or the Operating Subsidiaries, are unable or unwilling to continue their services, or in the event of death.

Other than the key management of the Company and of the Operating Subsidiaries, we and the Operating Subsidiaries also rely on its professional staff in different business operations to implement our business strategies, provide quality services to clients, manage our compliance and risks, identify and capture business opportunities, maintain relationship with clients, and procure new clients. Loss of professional staff and failure to recruit replacement will materially and adversely affect our business operations.

We and the Operating Subsidiaries may be subject to the threat or possibility of litigation, arbitration, or other legal proceedings.

In the ordinary course of our business, the Operating Subsidiaries provide professional advice for corporate finance advisory services and provide certain information and advice in relation to different transactions to its clients. If the clients rely on such advice or information and incur such losses as a result, we and the Operating Subsidiaries could be subject to claims in legal and regulatory proceedings for compensation and/or other relief for negligence, provision of false or misleading information, breach of fiduciary duties or employee misconduct. Although we and the Operating Subsidiaries have adopted relevant internal control measures, we cannot assure that such measures currently in place or as updated from time to time can completed eliminate the aforesaid risks. Any claims or lawsuits against us or the Operating Subsidiaries arising from negligence, professional negligence and/or employee misconduct and claims from indemnified persons that result in substantial amounts of compensation may have a material and adverse impact on our business activities, reputation, results of operations, and financial conditions.

We and our directors and officers may from time to time subject to or involved in various claims, controversies, lawsuits, and regulatory or legal proceedings. Claims, lawsuits, and litigations are subject to inherent uncertainties, and we are uncertain whether the foregoing claims would develop into a lawsuit. Lawsuits and litigations may cause us to incur defense costs, utilize a significant portion of our resources and divert management’s attention from our day-to-day operations, any of which could harm our business. Any settlements or judgments against us and the Operating Subsidiaries could have a material adverse impact on our financial condition, results of operations and cash flows. In addition, negative publicity regarding claims or judgment made against us and the Operating Subsidiaries may damage our reputation and may result in a material adverse impact on us.

As of the date of this prospectus, we are not a party to, and are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition, or operations. Actions brought against us and the Operating Subsidiaries may result in settlements, awards, injunctions, fines, penalties, and other results adverse to us. A substantial judgment, settlement, fine, or penalty could be material to our operating results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects.

Risks Related to Doing Business in Hong Kong

Our key operations are in Hong Kong, a Special Administrative Region of the PRC. According 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 the Shares. The PRC government may intervene or impose restrictions on our ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. 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.

GCGCL is a holding company and we conduct our operations in Hong Kong through the Operating Subsidiaries. Hong Kong is a Special Administrative Region of the PRC. Although a significant percentage of our revenue are derived from our clients which are individuals from mainland China or companies that have shareholders and directors that are individuals from mainland China, we and the Operating Subsidiaries do not have physical presence or operations in mainland China or are not regulated by any regulator in mainland China. Furthermore, except for the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (“Basic Law”), national laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

However, due to certain long-arm provisions in the current PRC laws and regulations, there remains regulatory and legal uncertainty with respect to the implementation and interpretation of laws in China as they may affect Hong Kong. As a result, there is no guarantee that the PRC government may not choose to implement the PRC laws and regulations to Hong Kong and exercise significant direct influence and discretion over the operation of the Operating Subsidiaries in the future and, it will not have a material adverse impact on our business, financial condition and results of operations, due to changes in laws, political environment or other unforeseeable reasons.

During the nine months ended December 31, 2024 and the fiscal years ended March 31 2024 and 2023, our Operating Subsidiaries acted as sponsor, placing agent and underwriters for a total of 7 mainland China clients, among which 1 client was “PRC domestic companies” under the Trial Administrative Measures and their overseas listings in Hong Kong are subject to CSRC’s review procedures and approval. As stipulated and required by the Trial Administrative Measures, as the condition for the “overseas securities companies” outside of Mainland China, such as the Operating Subsidiaries, to engage the PRC domestic companies as client to act as their listing sponsors or underwriters (i.e. in our case, to conduct Type 6 (advising on corporate finance activities) and Type 1 (dealing in securities) activities) for their overseas listings outside of Mainland China, the overseas securities companies, such as the Operating Subsidiaries, shall be subject to the filing/reporting, verification and supervisory obligations to the CSRC regarding the overseas listing projects of the PRC domestic companies engaged, including: (1) filing and registering with CSRC as sponsors or underwriters who are being engaged by PRC domestic companies for their overseas listing, and submitting report to the CSRC annually on the relevant business activities of such overseas securities companies regarding overseas listings of PRC domestic companies; and (2) for each projects engaged by the overseas securities companies, submitting the undertakings to the CSRC that such offshore securities companies have verified and examined the documents submitted to CSRC by its clients in relation to their overseas listing, and that such documents are true, accurate and complete. For the details of the filing/reporting, verification and supervisory obligations to the CSRC, please see “Regulations — Registration/Filing Requirements and the Regulatory Regime under the Trial Administrative Measures” on page 111.

Currently, the Operating Subsidiaries, GMCL and GCL, are registered with the CSRC under Article 21 of Trial Administrative Measures as the overseas securities company and have provided the undertakings to the CSRC in relation to the PRC domestic companies clients that engaged the Operating Subsidiaries as the listing sponsor or underwriters for their overseas listings in Hong Kong. As long as the Operating Subsidiaries conduct the regulated activities in Hong Kong that involves PRC domestic companies, the Operating Subsidiaries could be subject to the regulatory oversights from the CSRC under the Trial Administrative Measures for its business of providing IPO sponsorship or underwriting services of PRC domestic companies, and the Operating Subsidiaries may be subject to the laws and regulations of Mainland China, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong for having existing or potential clients who are companies based in Mainland China or have shareholders or directors that are Mainland China individuals.

Since the commencement of our operations and as of the date of this prospectus, neither we nor the Operating Subsidiaries have been informed by any PRC governmental authority, including the CSRC, of the violation of the undertaking or any obligations to the CSRC. We believe the Operating Subsidiaries and we have complied with all applicable laws and regulations in connection with the engagement with PRC clients in Mainland China in all material respects. Nonetheless, we may face the risks and uncertainties associated with the PRC legal system, complex and evolving PRC laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, would be applicable to a companies like the Operating Subsidiaries and us, given the substantial operations of the Operating Subsidiaries in Hong Kong and the Chinese government may also exercise significant oversight over the conduct of business in Hong Kong. For example, if the CSRC were to believe, in the process of execution of the projects undertaken by the Operating Subsidiaries, that the Operating Subsidiaries are in violation of its undertakings to the CSRC, or failed to exercise proper diligence, or has made misrepresentations to the CSRC or relevant PRC authority, the CSRC and PRC authorities may issue correction order and warnings, impose of pecuniary penalties against us, the responsible staff, directors, or other officers of the Operating Subsidiaries, and prohibit us and the Operating Subsidiaries from providing our services to the PRC domestic companies in Mainland China, thereby causing the Operating Subsidiaries to lose access to the Mainland China market. Furthermore, the Trial Administrative Measure explicitly stipulated that the CSRC may also refer the relevant information concerning the alleged misconduct or violation to CSRC’s regulatory counterparts in overseas jurisdiction, i.e., the SFC in Hong Kong, which governs and regulates the business operation of our Operation Subsidiary, and as a result, we and the Operating Subsidiaries could be subject to inquiries, reviews or investigations, disciplinary actions, revocation or suspension of licenses, public or private reprimand or imposition of pecuniary penalties, by the SFC.

The PRC laws and regulations are evolving, and their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties, and may change quickly with little advance notice, along with the risk that the PRC government may intervene or influence the Operating Subsidiaries’ operations at any time could result in a material change in our operations and/or the value of our securities. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business. 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 by their very nature 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, any associated inquiries or investigations, or any other government actions may:

We are aware that recently the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over 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 a 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 Hong Kong-based issuers, which may result in a material change in our operations and/or the value of the 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 ensure 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.

There are uncertainties regarding the interpretation and enforcement of PRC and Hong Kong laws, rules, and regulations.

A substantial majority of our operations are conducted in Hong Kong, a Special Administrative Region of China with its own governmental and legal system that is independent from mainland China and has its own distinct rules and regulations. However, the Operating Subsidiaries may become subject to laws, rules, and regulations applicable to foreign investment in mainland China. The PRC legal system is a civil law system based on written statutes. Prior court decisions may be cited for reference but have limited precedential value, unlike the common law system applicable in Hong Kong. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable with little advance notice, which could result in a material change in our operations and/or the value of the Shares.

In 1979, the PRC government began to promulgate a comprehensive system of laws, rules, and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules, and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because these laws, rules, and regulations are relatively new, and because of the limited number of published decisions and the non-binding nature of such decisions, and because the laws, rules, and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules, and regulations involve uncertainties and can be inconsistent and unpredictable. 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, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.

Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems.

Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with Hong Kong-based operations, all of which could increase our compliance costs and subject us to additional disclosure requirements.

Currently, Hong Kong has a separate legal system from mainland China, and it has its legislative framework and judiciary independent of that of the PRC government. Nonetheless, the recent regulatory developments in China, in particular with respect to restrictions on China-based companies raising capital offshore, may lead to additional regulatory review in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry-wide regulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restricting the scope of our operations in Hong Kong, or causing the suspension or termination of our business operations in Hong Kong entirely. We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost efficient, or liability-free manner or at all.

On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies (including Hong Kong) before their registration statements will be declared effective. On August 1, 2021, the CSRC issued a statement saying that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers. Since the Operating Subsidiaries operate in Hong Kong, we cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference from China.

We may become subject to a variety of PRC laws and other obligations regarding data security offerings that are conducted overseas and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition, and results of operations and may hinder our ability to offer or continue to offer the Shares to investors and cause the value of the Shares to significantly decline or be worthless.

On June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.

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 China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On August 20, 2021, the 30^th meeting of the Standing Committee of the 13^th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China” (“PRC Personal Information Protection Law”), which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

On December 24, 2021, the CSRC, together with other relevant government authorities in China, issued the Draft Overseas Listing Regulations. The Draft Overseas Listing Regulations require that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise on the basis of the equity, assets, income, or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing under the Draft Overseas Listing Regulations.

On December 28, 2021, the CAC, jointly with the relevant authorities, formally published Measures for Cybersecurity Review (2021), which took effect on February 15, 2022, and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the (“Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

On February 17, 2023, the CSRC released the Trial Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies, or the Trial Administrative Measures, and five interpretive guidelines (collectively, the “CSRC Filing Rules”), which came into effect on March 31, 2023. The CSRC Filing Rules further stipulate the rules and requirements for overseas offering and listing conducted by PRC domestic companies. The CSRC Filing Rules further clarified and emphasized that the comprehensive determination of the “indirect overseas offerings and listing of PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the procedures under the CSRC Filing Rules if the following criteria are met at the same time: (i) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China. Furthermore, the CSRC Filing Rules provide a negative list of types of issuers banned from listing overseas, the issues’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

As of the date of this prospectus, as confirmed and advised by our PRC Counsel, China Commercial Law Firm, based on the PRC laws and regulations effective as of the date of this prospectus and subject to interpretations of these laws and regulations that may be adopted by mainland China authorities, neither we, nor the Operating Subsidiaries are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our Ordinary Shares can be listed or offered in the U.S since neither we nor our subsidiaries are “PRC domestic companies” which subject to the Trial Administrative Measure, and the Measures for Cybersecurity Review (2021), the PRC Data Security Law, the PRC Personal Information Protection Law, the Draft Overseas Listing Regulations, and the CSRC Filing Rules does not currently have an impact on this offering, on the basis that (i) we do not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor is it controlled by any mainland China company or individual directly or indirectly; (ii) we and our subsidiaries do not have any operations or physical presence 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; (iv) we are headquartered in Hong Kong and all of our officers and all members of the Board of Directors are not mainland China citizens and all of our revenues and profits are generated by the Operating Subsidiaries or GVL and we have not generated revenues or profits from mainland China in the most recent accounting year that account for more than 50% of the corresponding figures in our audited consolidated financial statements for the same period; (v) although the Operating Subsidiaries may collect and store certain data (including certain personal information from our clients, some of whom may be individuals in mainland China, connection with our business operations for “Know Your Customers” purposes (to combat money launder), we and the Operating Subsidiaries 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, given that (a) as of the date of this prospectus, the Operating Subsidiaries have in aggregate collected and stored the personal information of far less than one million users in mainland China; (b) all of the data collected by the Operating Subsidiaries is stored in servers located in Hong Kong; (c) we do not place any reliance on collection and processing of any personal information to maintain our business operation; (d) data processed in our business should not have a bearing on national security nor affect or may affect national security; (e) as of the date of this prospectus, neither of the Operating Subsidiaries have 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, 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).

However, as further advised by our PRC Counsel, China Commercial Law Firm, given the uncertainties arising from the legal system in mainland China and Hong Kong, including uncertainties regarding the interpretation and enforcement of the PRC laws and regulations and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and enforcement of Draft Overseas Listing Regulations, CSRC Filing Rules, PRC Personal Information Protection Law, relevant mainland China data privacy, cybersecurity laws and other regulations. It is highly uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of the Operating Subsidiaries and the listing of our Ordinary Shares on the U.S. or other foreign exchanges.

If the PRC Personal Information Protection Law becomes applicable to the companies headquartered in Hong Kong, our business, or the operation of the Operating Subsidiaries, there can be no assurance that we or our subsidiaries will be able to comply with the PRC Personal Information Protection Law. The Operating Subsidiaries’ current practice of collecting and processing personal information may be required to be rectified or terminated by regulatory authorities. Failure to comply with any applicable requirements may subject the Operating Subsidiaries to fines and other penalties which may have a material adverse effect on its business, operations, and financial condition. Furthermore, if the CSRC Filing Rules become applicable to the Operating Subsidiaries in Hong Kong, if any of the Operating Subsidiaries is deemed to be an “Operator”, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to the Operating Subsidiaries in Hong Kong, the business operation of the Operating Subsidiaries and the listing of our Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or the CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and the operation of Operating Subsidiaries and the listing of our Ordinary Shares become subject to the CAC or CSRC review, we cannot assure you that we or the Operating Subsidiaries will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. Compliance with these laws and regulations could significantly increase the cost to us of providing our service offerings, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which the Operating Subsidiaries currently operate or in which we or the Operating Subsidiaries may operate in the future.

Additionally, as the Operating Subsidiaries are based in Hong Kong without mainland China operation and subsidiaries, under the currently effective PRC laws and regulations, we and the Operating Subsidiaries are not required to seek approval from the CSRC, or any other PRC governmental authorities for our overseas listing plan, nor have we or the Operating Subsidiaries received any inquiry, notice, warning or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities as of the date of this prospectus. However, since the CSRC Filing Rules were newly promulgated, its interpretation, application and enforcement remain unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. If there is a significant change to the current political arrangements between mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and/or if we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the CSRC, CAC, or other PRC regulatory authorities. It could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into the mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. 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. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. 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 uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-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.

Recent statements, laws and regulations by the PRC government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Rules on Overseas Listing published by CSRC on December 24, 2021 also 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. It remains uncertain as to the enactment, interpretation, and implementation of regulatory requirements related to overseas securities offering and other capital markets activities and due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future.

It remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to the Operating Subsidiaries. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including the Operating Subsidiaries. Any actions by the PRC government to exert more oversight and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. If there is a significant change to current political arrangements between mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is denied permission from mainland China or Hong Kong authorities, we will not be able to list our Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Ordinary Shares significantly decline or be worthless.

Although the audit report included in this prospectus is prepared by U.S. auditors who are currently inspectable by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspectable by the PCAOB and, as such, in the future investors may be deprived of the benefits of the PCAOB inspection program. Furthermore, trading in our securities may be prohibited under the HFCA Act 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 29, 2022, the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCA Act 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, and thus reduced the time before the Shares 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, Audit Alliance LLP is required under the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Audit Alliance LLP is subject to inspect by the PCAOB, and we and the Operating Subsidiaries have no operations in mainland China. However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in mainland China, and we cannot assure you that our current auditor’s work will continue to be able to be inspected by the PCAOB. 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 that, 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, thus reducing the time period for triggering the prohibition on trading. 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 China-based companies from accessing U.S. capital markets. On May 20, 2020, the U.S. Senate passed the HFCA Act, 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 HFCA Act on December 2, 2020, and the HFCA Act 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 departments 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 China-based issuers and summarizing enhanced disclosures the SEC recommends 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 of the HFCA Act. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year (as defined in the interim final rules) under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Under the HFCA Act, 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 the Shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which, if enacted, would amend the HFCA Act and 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 period for triggering the prohibition on trading. On September 22, 2021, the PCAOB adopted a final rule implementing the AHFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the AHFCAA, whether the PCAOB 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 AHFCAA, 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 AHFCAA. 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. On December 16, 2021, the SEC announced that the PCAOB designated mainland China and Hong Kong as the jurisdictions where the PCAOB is not allowed to conduct full and complete audit inspections as mandated under the HFCA Act. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the PRC MOF in respect to cooperation on the oversight of PCAOB-registered public accounting firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022. On December 15, 2022, the PCAOB announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. As a result of the announcement, any companies audited by registered public accounting firms headquartered in mainland China and Hong Kong would not face immediate threat of trading prohibitions at this time. However, if any regulatory change or step taken by PRC regulators in the future precludes the PCAOB from accessing auditing papers of registered public accounting firms in mainland China and Hong Kong, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, then the companies audited by those registered public accounting firms may be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden. The CAA 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 HFCA Act from three years to two.

The recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business operations, share price, and reputation.

U.S. public companies with substantially all of their operations in China (including in Hong Kong) have been the subject of intense scrutiny, criticism, and negative publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of the scrutiny, criticism, and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies, or a lack of adherence thereto and, in many cases, allegations of fraud.

On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally.

On May 20, 2020, the U.S. Senate passed the HFCA Act, which requires a foreign company to certify that it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act. On June 22, 2021, the U.S. Senate passed the AHFCAA, which was signed into law on December 29, 2022, reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years.

On May 21, 2021, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a “Restrictive Market”; (ii) prohibit Restrictive Market companies from directly listing on Nasdaq Capital Market, and only permit them to list on Nasdaq Global Select or Nasdaq Global Market in connection with a direct listing; and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

As a result of this scrutiny, criticism, and negative publicity, the traded stock of many U.S.-listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism, and negative publicity will have on us, our offerings, business, and our share price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our Company. This situation will be costly and time consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our share.

The effect of the Hong Kong Autonomy Act (“HKAA”) and other U.S. government policies in response to the enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact the Operating Subsidiaries.

On June 30, 2020, the Standing Committee of the PRC NPC adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, U.S. President Donald Trump signed the Hong Kong Autonomy Act (“HKAA”) into law, authorizing the U.S. administration to impose sanctions against foreign individuals and entities who are determined by the U.S. administration to have materially contributed to the failure to preserve Hong Kong’s autonomy. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including Hong Kong’s then chief executive, Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or clients dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the HKAA on Hong Kong and companies located in Hong Kong. If our Hong Kong subsidiaries conduct business operations in the future and were determined to be in violation of the Hong Kong National Security Law or the HKAA for some reasons, however unlikely, our business operations, financial position and results of operations could be materially and adversely affected.

If we become subject to the recent scrutiny, criticism, and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and/or defend the matter, which could harm our business operations, this offering, and our reputation and could result in a loss of your investment in the Shares, in particular if such matter cannot be addressed and resolved favorably.

During the last several years, U.S.-listed companies that have substantially all of their operations in China have been the subject of intense scrutiny by investors, financial commentators, and regulatory agencies. Much of the scrutiny has centered on financial and accounting irregularities and mistakes, lack of effective internal controls over financial reporting, and, in many cases, allegations of fraud. As a result of the scrutiny, the publicly traded stock of many U.S.-listed Chinese companies that have been the subject of such scrutiny has sharply decreased in value. Many of these companies are now subject to shareholder lawsuits and/or SEC enforcement actions that are conducting internal and/or external investigations into the allegations.

If we become the subject of any such scrutiny, whether any allegations are true or not, we may have to expend significant resources to investigate such allegations and/or defend the Company. Such investigations or allegations would be costly and time consuming and likely would distract our management from our normal business and could result in our reputation being harmed. Our stock price could decline because of such allegations, even if the allegations are false.

A downturn in the political and socioeconomic conditions in Hong Kong, mainland China, or the global economy, or a change in the economic and political policies of China, could materially and adversely affect our business and financial condition.

Our business may be influenced to a significant degree by political, economic, and social conditions in Hong Kong and China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but they may have a negative effect on us.

Economic conditions in Hong Kong and China are sensitive to global economic conditions. If there is any significant decline in the global economy, our profitability and business prospects will be materially affected. Although we mainly operate our business through the Operating Subsidiaries in Hong Kong, our clients principally comprise of listed companies as well as IPO listing applicants in Hong Kong and abroad. As such, the demand for our IPO sponsorship services, corporate finance and capital market advisory services and placing and underwriting services may be dependent on the global economy. Major market disruptions and adverse changes in market conditions and uncertainty in the regulatory climate worldwide may adversely affect our business and industry or impair our ability to borrow or make any future financial arrangements. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. The conflict is expected to have further global economic consequences, including, but not limited to, the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates, and uncertainty about economic and political stability. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but they could be substantial, even though we do not have any direct exposure to Russia or the adjoining geographic regions. Rising tension between the U.S. and China may an adverse effect on global economic conditions. On August 9, 2023, an executive order was issued by President Biden to direct the Department of Treasury to issue regulations to restrict outbound investment in key technology sectors by U.S. persons to China, with a view to bolster U.S. national security and to curtail investment in sectors that may advance China’s military, intelligence, surveillance or cyber-enabled capabilities. Although we are not involved in the technology sector, any restrictions on investments, we will closely monitor the developments and potential implications of these regulations to assess any potential indirect effects on our operations.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of the Shares.

Our business is conducted in Hong Kong through the Operating Subsidiaries; our books and records are reported in Hong Kong dollars, which is the currency of Hong Kong; and the financial statements that we file with the SEC and provide to our shareholders are presented in U.S. dollars.

Since 1983, Hong Kong dollars have been pegged to U.S. dollars at the rate of approximately HK$7.80 to US$1.00. Changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in U.S. dollars. The value of the Hong Kong dollar against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue, and financial condition.

We cannot assure you that the current policy of the pegging of Hong Kong dollars to U.S. dollars will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would, in turn, adversely affect the operations and profitability of our business.

There are political risks associated with conducting business in Hong Kong.

Any adverse economic, social, and/or political conditions, material social unrest, strike, riot, civil disturbance, or disobedience, as well as significant natural disasters, may affect the market may adversely affect the business operations of the Company. Hong Kong is a Special Administrative Region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative, and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that there will not be any changes in the economic, political, and legal environment in Hong Kong in the future. Since our operation is based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Under the Basic Law, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent development, including the Hong Kong National Security Law issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and, at the time, President Donald Trump signed an executive order and HKAA to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the United States, China, and Hong Kong, which could potentially harm our business.

The Hong Kong legal system embodies uncertainties that could limit the availability of legal protections.

Hong Kong is a Special Administrative Region of the PRC. Following British colonial rule from 1842 to 1997, China assumed sovereignty under the “one country, two systems” principle. The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current political situation will remain in effect for 50 years. The laws previously in force in Hong Kong, that is, the common law, rules of equity, ordinances, subordinate legislation and customary law are maintained. Hong Kong has enjoyed the freedom to function with a high degree of autonomy for its affairs, including currencies, immigration and customs operations, and its independent judiciary system and parliamentary system. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

On July 14, 2020, the United States signed an executive order to end the special status enjoyed by Hong Kong post-1997. As the autonomy currently enjoyed may be compromised, it could potentially impact Hong Kong’s common law legal system and may, in turn, bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our clients.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in this prospectus based on Hong Kong laws.

Currently, all of our operations are conducted in Hong Kong outside the United States, and all of our assets are located outside the United States. A majority of our directors and officers are Hong Kong nationals or residents and a substantial portion of their assets are located in Hong Kong outside the United States. You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. In addition, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands and many other countries and regions. Therefore, recognition and enforcement in the PRC of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible. For more information regarding the relevant laws of the Cayman Islands and Hong Kong, see “Enforceability of Civil Liabilities.”

Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, where the majority of our clients reside.

Political events, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy, and they could have a material adverse effect on us and our clients, our service providers, and our other partners. International trade disputes could result in tariffs and other protectionist measures that may materially and adversely affect our business.

Tariffs could increase the cost of the services and products, which could affect clients’ investment decisions. In addition, political uncertainty surrounding international trade disputes and the potential of their escalation to trade war and global recession could have a negative effect on client confidence, which could materially and adversely affect our business. We also may have access to fewer business opportunities, and our operations may be negatively impacted as a result. In addition, the current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.

Risks Related to The Shares

There has been no public market for our Ordinary Shares prior to this offering; if an active trading market does not develop, you may not be able to resell the Shares at any reasonable price.

The offering under this prospectus is an IPO of our the Shares. Prior to the closing of the offering, there was no public market for the Shares. While we plan to list the Shares on the Nasdaq Capital Market, our listing application may not be approved. If our application to the Nasdaq Capital Market is not approved or we otherwise determine that we will not be able to secure the listing of the Shares on the Nasdaq Capital Market, we will not complete the offering. In addition, an active trading market may not develop following the closing or, if developed, may not be sustained. The lack of an active market may impair your ability to sell the Shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair our ability to raise capital by selling the Shares and may impair our ability to acquire other companies by using the Shares as consideration.

The IPO price for our Ordinary Shares will be determined by negotiation among us, the Underwriters, and the Selling Shareholders and may vary from the market price of our Ordinary Shares following our IPO. We cannot assure you that the price at which the Ordinary Shares are traded after this offering will not decline below the IPO price. If you purchase our Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the IPO price. We cannot assure you that the IPO price of our Ordinary Shares, or the market price following our IPO, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our IPO. As a result, investors in our Ordinary Shares may experience a significant decrease in the value of their Ordinary Shares due to insufficient or a lack of market liquidity of our Ordinary Shares.

The trading price of the Shares may be volatile, which could result in substantial losses to you.

The trading prices of the Shares are likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen due to broad market and industry factors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed companies based in Hong Kong and China. The securities of some of these companies have experienced significant volatility since their IPOs, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other Hong Kong and PRC companies’ securities after their offerings may affect the attitudes of investors toward Hong Kong-based, U.S.-listed companies, which consequently may affect the trading performance of the Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure, or matters of other Hong Kong and Chinese companies may also negatively affect the attitudes of investors toward Hong Kong and Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are unrelated to our operating performance.

In addition to the above factors, the price and trading volume of the Shares may be highly volatile due to multiple factors, including the following:

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future.

Our principal shareholders have significant voting power and may take actions that may not be in the best interests of our other shareholders

After this offering, our principal shareholders will hold in aggregate approximately 68.75% of our shares, assuming that Ordinary Shares are issued in the offering. We are not considered a “controlled company” under Nasdaq corporate governance rules as we do not currently expect that more than 50% of our voting power will be held by an individual, a group or another company, these shareholders, however, if they act together, will be able to control the management and affairs of our company and most matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. The interests of these shareholders may not be the same as or may even conflict with your interests. For example, these shareholders could attempt to delay or prevent a change in control of us, even if such change in control would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their Ordinary Shares as part of a sale of us or our assets, and might affect the prevailing market price of the Ordinary Shares due to investors’ perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in the best interests of our other shareholders.

We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.

GCGCL is a holding company, and we rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and to service any debt we may incur. We do not expect to pay cash dividends in the foreseeable future. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

According to the BVI Business Companies Act 2004 (as amended), a BVI company may make dividends distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect to dividends paid by us. Any limitation on the ability of our Hong Kong subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

Any limitation on the ability of our subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud, which may affect the market for and price of the Shares.

Prior to filing the registration statement of which this prospectus is a part, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. We have identified certain material weakness in our internal control over financial reporting. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified related to (i) inadequate segregation of duties for certain key functions due to limited staff and resources, and (ii) a lack of independent directors and an audit committee. We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including (i) hiring more qualified staff to fill the key roles in the operations, and (ii) appointing independent directors, establishing an audit committee, and strengthening corporate governance. We intend to implement the above measures prior to the listing, and we expect the remediation to be completed upon listing.

We will be subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of our internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, our business, financial condition, results of operations, and prospects, as well as the market for and trading price of the Shares, may be materially and adversely affected if we do not have effective internal controls. We may not discover any problems in a timely manner, and in such an event, our shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of the Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing the Shares and may make it more difficult for us to raise funds in a debt or equity financing. Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, our stock price may decline and we may be unable to maintain compliance with the Nasdaq Listing Rules.

If we fail to meet applicable listing requirements, Nasdaq may delist the Shares from trading, in which case the liquidity and market price of the Shares could decline.

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

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

Our existing shareholders, other than the Selling Shareholders and any shareholders that are subject to lock-up agreements, will be able to sell their shares after completion of this offering subject to restrictions under Rule 144.

Our existing shareholders, other than the Selling Shareholders and any shareholders that are subject to lock-up agreements, may be able to sell their Ordinary Shares pursuant to Rule 144 under the Securities Act after completion of this offering. Because these shareholders have paid a lower price per Ordinary Share than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price. This fact could impact the trading price of our Ordinary Shares following completion of the offering, to the detriment of participants in this offering. Under rule 144, before our existing shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this offering.

Any resale of our Ordinary Shares in the public market by investors in this offering may cause the market price of our Ordinary Shares to decline.

Any resale of Ordinary Shares in the public market by investors that have participated in this offering, or the perception that these sales could occur, could cause the market price of our Ordinary Shares to decline. All Ordinary Shares sold pursuant to this prospectus will be freely transferable without restriction or additional registration under the Securities Act. The Ordinary Shares held by the officers, directors and 5% shareholders of the Company will be available for sale, upon the expiration of the lock-up period, subject to volume and other restrictions as applicable provided in Rule 144 and Rule 701 under the Securities Act. Any or all of these shares may be released prior to the expiration of the lock-up period at the discretion of the Underwriter of this offering. To the extent shares are released before the expiration of the lock-up period and sold into the market, the market price of our Ordinary Shares could decline.

If you purchase the Shares in this offering, you will incur immediate and substantial dilution in the book value of your Ordinary Shares.

Investors purchasing our Ordinary Shares in this offering will pay a price per share that substantially exceeds the pro forma as adjusted net tangible book value per Ordinary Share. As a results, investors purchasing Ordinary Shares in this offering will incur immediate dilution. See “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon the completion of this offering.

If a limited number of participants in this offering purchase a significant percentage of the offering, the effective public float may be smaller than anticipated and the price of the Shares may be more volatile than it otherwise would be.

As a company conducting a relatively modest public offering, we are subject to the risk that a small number of investors may hold a high percentage of the Shares sold in this offering, even if the initial sales by the Underwriters are designed to comply with the Nasdaq listing requirements. If this were to happen, investors could find our shares to be more volatile than they might otherwise anticipate. Companies that experience such volatility in their stock price may be more likely to be the subject of securities litigation. In addition, if a large portion of our public float were to be held by a few investors, smaller investors may find it more difficult to sell their shares and we may cease to meet the Nasdaq public stockholder requirements.

The Board of Directors may decline to register the transfer of Ordinary Shares in certain circumstances.

Where the Ordinary Shares in question are not listed on or subject to the rules of the Nasdaq Capital Market, our Board of Directors may in its absolute discretion, decline to register any transfer of any Ordinary Share which has not been fully paid up or on which we have a lien. Our Board of Directors may also decline to register any transfer of any ordinary share unless: (i) the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our Board of Directors may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii) the instrument of transfer is properly stamped, if required; (iv) the Ordinary Share transferred is fully paid and free of any lien in favor of us; (v) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; and (vi) a fee of such maximum sum as the Nasdaq Capital Market may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, on 14 clear days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our Board of Directors may from time to time determine; provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 clear days in any year.

Because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of the Board of Directors, you must rely on price appreciation of the Shares for return on your investment.

The Board of Directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by the Board of Directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that under no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if the Board of Directors decides to declare and pay dividends, the timing, amount, and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow; our capital requirements and surplus; the amount of distributions, if any, received by us from our subsidiaries; and our financial condition, contractual restrictions, and other factors deemed relevant by the Board of Directors. Accordingly, the return on your investment in the Ordinary Shares will likely depend entirely upon any future price appreciation of the Ordinary Shares. We cannot assure you that the Shares will appreciate in value after this offering or even maintain the price at which you purchased the Ordinary Shares. You may not realize a return on your investment in the Ordinary Shares, and you may even lose your entire investment in the Ordinary Shares. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of the Shares.

To the extent (i) we raise more money from this offering than required for the purposes explained in the section entitled “Use of Proceeds,” or (ii) we determine that the proposed uses set forth in that section are not no longer in the best interests of our Company, we cannot specify with any certainty the particular uses of such net proceeds that we will receive from this offering. Our management will have broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon the Closing Date, we will become subject to the periodic reporting requirements of the Exchange Act. We will design our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of a person, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

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

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

Certain judgments obtained against us by our shareholders may not be enforceable.

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

Ogier, our counsel as to the laws of the Cayman Islands, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of U.S. courts obtained against us based on certain civil liability provisions of the securities laws of the United States, and (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions. 

Our counsel as to the laws of Hong Kong has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of U.S. 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 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. A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty), and (2) final and conclusive on the merits of the claim, but not otherwise. 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. Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States. See “Enforceability of Civil Liabilities.”

You may have more difficulties protecting your interests than you would as a shareholder of a U.S. corporation.

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands. Upon the date on which the registration statement becomes effective, our corporate affairs will be governed by the provisions of our Amended and Restated Memorandum and Articles, and by the provisions of the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders, and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands.

The rights of shareholders and the fiduciary duties of our directors and officers under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

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

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, or members of the Board of Directors than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Differences in Corporate Law.”

Cayman Islands economic substance requirements may have an effect on our business and operations.

Pursuant to the International Tax Cooperation (Economic Substance) Act (Revised) of the Cayman Islands (“ES Act’’) that came into force on 1 January 2019, a “relevant entity’’ conducting a “relevant entity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity’’ includes an exempted company incorporated in the Cayman Islands as is the Company. There are nine designated “relevant activities” under the ES Act, and for so long as our Company is carrying on activities which falls within any of the designated relevant activities, it shall comply with all applicable requirements under the ES Act unless the Company is a tax resident outside of the Cayman Islands, in which case, it is not required to satisfy the economic substance test set out in the ES Act. If the only business activity that the Company carries on is to hold equity participation in other entities and only earns dividends and capital gains, then based on the current interpretation of the ES Act, the Company is a “pure equity holding company” and will therefore only subject to the minimum substance requirements, which require us to (i) comply with the all applicable requirements under the Companies Act and (ii) have adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that we will not be subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and, as such, we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to file reports on Form 6-K as a foreign private issuer, distributed pursuant to the rules and regulations of Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq rules that allow us to follow our home country law for certain governance matters. Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing standards, except for general fiduciary duties and duties of care, Cayman Islands law has no corporate governance regime which prescribes specific corporate governance standards. Currently, we do not intend to rely on home country practices with respect to our corporate governance after we complete this offering. However, if we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

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

We are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. We would lose our foreign private issuer status if, for example, more than 50% of our Ordinary Shares are directly or indirectly held by residents of the United States and we fail to meet additional requirements necessary to maintain our foreign private issuer status. If we lose our foreign private issuer status on this date, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors, and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the Nasdaq rules. As a U.S.-listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting, and other expenses that we will not incur as a foreign private issuer in order to maintain a listing on a U.S. securities exchange.

There can be no assurance that we will not be a PFIC for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of the Shares.

A non-U.S. corporation will be a PFIC for any taxable year if either (i) at least 75% of its gross income for such year consists of certain types of “passive” income, or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”). Based on our current and expected income and assets (taking into account the expected cash proceeds and our anticipated market capitalization following this offering), we do not presently expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets. In addition, there can be no assurance that the Internal Revenue Service (“IRS”) will agree with our conclusion or that the IRS would not successfully challenge our position. Fluctuations in the market price of the Shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of the Shares. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. If we were to be or become a PFIC for any taxable year during which a U.S. holder holds the Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. holder. See “Material Tax Income Consideration — Material U.S. Federal Income Tax Considerations for U.S. Holders — PFIC Consequences.”

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an emerging growth company, as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not emerging growth companies, including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley for so long as we remain an emerging growth company. As a result, if we elect not to comply with such attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We do not plan to opt out of such exemptions afforded to an emerging growth company. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective data.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

Upon consummation of this offering, we will incur significant legal, accounting, and other expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least US$1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of the Shares that is held by non-affiliates exceeds US$700 million as of the end of any second fiscal quarter before that time; and (2) the date on which we have issued more than US$1 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay the adoption of new or revised accounting standards until such time as those standards apply to private companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time consuming and costly. After we are no longer an “emerging growth company,” or until five years following the completion of our IPO, whichever is earlier, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of Sarbanes-Oxley and the other rules and regulations of the SEC. For example, as a public company, we will be required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We will incur additional costs in obtaining director and officer liability insurance. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on the Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectus and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements include statements about:

You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

INDUSTRY AND MARKET DATA

This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties, as well as estimates by our management based on such data. None of these third parties are affiliated with us, and the information contained in this prospectus has not been reviewed or endorsed by any of them. The market data and estimates used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. Industry publications, research, surveys, studies, and forecasts generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

While we believe that the information from these industry publications, surveys, and studies is reliable, the industry in which the Operating Subsidiaries operate is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Background on the Financial and Wealth Management Industry in Hong Kong

The financial and wealth management business in Hong Kong is predominantly operated by licensed corporations (the “LCs”) and registered institutions (the “RIs”) that offer various services, including (i) corporate finance advisory services; (ii) asset management services; (iii) placing and underwriting services; and (iv) securities dealing and brokerage services.

(a) Corporate finance advisory services

The provision of corporate finance advisory services in Hong Kong is regulated by the SFC and typically falls under Type 6 (advising on corporate finance) (“Type 6”) regulated activity under the SFO. The companies engaged in such services offer services including (i) advising on transactions or compliance matters under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange or the Hong Kong Code on Takeovers and Mergers issued by the SFC in the capacity of financial advisers; (ii) giving opinions or recommendations to the independent board committee and the independent shareholders of listed issuers in the capacity of independent financial advisers; (iii) acting as compliance advisers to listed companies in Hong Kong; and (iv) acting as sponsors to the IPOs and listings of shares of companies on Hong Kong Stock Exchange in return for advisory fee income.

(b) Placing and underwriting services

The provision of placing and underwriting services in Hong Kong is regulated by the SFC and falls under Type 1 (dealing in securities) (“Type 1”) regulated activity under the SFO. The companies engaged in such services are typically Underwriters, sub-Underwriters, placing agents or sub-placing agents for fundraising exercises, including but not limited to the IPO(s), rights issues, private or public placing of old and/or new shares, unlisted debt and derivatives securities, in return for underwriting or placing commission income.

(c) Asset management services

The provision of asset management in Hong Kong is regulated by the SFC and generally falls under Type 9 (asset management) (“Type 9”) regulated activity under the SFO. The companies engaged in such services mainly act as investment managers of funds to manage and/or advise the portfolio of funds and managed accounts in returns for asset management fees. They may also provide fund administration services in return for administrative fees.

(d) Securities dealing and brokerage services

The provision of securities dealing and brokerage services in Hong Kong is regulated by the SFC and falls under Type 1 regulated activity under the SFO. The companies engaged in such services provide securities dealing and brokerage services for securities involving stocks, derivatives and debt instruments in returns for the brokerage commission fees.

(e) Investment advisory services

The provision of investment advisory services in Hong Kong is regulated by the SFC and falls under Type 4 regulated activity under the SFO. The companies engaged in such services provide investment advisory services to clients such as investors, funds, fund administrators in return for advisory fee income.

The table of the number of LCs, RIs, responsible/approved officers and licensed representatives carrying out each of Type 1, Type 4, Type 6 and Type 9 regulated activities under the SFO in Hong Kong for the period from 2016 to 2023 is as follows:

Source: SFC – Regulatory functions – Markets – Market statistics and research – Statistics – Table C2 – Number of Regulated Activities of Licensed Corporations, Table C3 – Number of Regulated Activities of Registered Institutions, Table C4 – Number of Regulated Activities of Licensed Representatives, Table C5 – Number of Regulated Activities of Responsible/Approved Officers

It is expected that the number of LCs, responsible/approved officers and licensed representatives carrying out each of Type 1, Type 4, Type 6 and Type 9 regulated activities under the SFO is likely to remain relatively stable due to the relatively steady conditions of the financial and wealth management industry in Hong Kong. The number of RIs carrying out each of Type 1, Type 4, Type 6 and Type 9 regulated activities under the SFO is likely to remain stable as RIs are generally authorized financial institutions including licensed banks, restricted licensed banks and deposit-taking companies.

Corporate finance advisory services in Hong Kong

Hong Kong is one of the top global equity markets by market capitalization. As an international financial hub and gateway to China, the equity market in Hong Kong has experienced remarkable growth over the years. As of December 31, 2023, according to Table A – Market Capitalisation of the World’s Top Stock Exchanges published by the SFC⁽¹⁾, the equity market in Hong Kong ranked the eighth largest stock market in the world, and the fifth largest stock market in Asia, in terms of market capitalization, with a total market capitalization of approximately US$3,974.8 billion.

The increase in the number of newly listed companies on the Hong Kong Stock Exchange, in particular small and medium enterprises (“SME”) has created considerable opportunities for our sponsor, underwriting and compliance advisory service business.

Listed companies in Hong Kong

The number of listed companies increased steadily over the past 10 years driven by the active IPO and primary fundraising activities in the Hong Kong Stock Exchange. The chart below shows the number of listed companies on the Hong Kong Stock Exchange from 2014 to 2023.

Source: Hong Kong and Mainland Market Highlights from the Hong Kong Stock Exchange

⁽¹⁾ SFC (undated) Table A- Market Capitalisation of the World’s Top Stock Exchanges. Available at: https://www.sfc.hk/en/Regulatory-functions/Market/Market-statistics-and-research/Statistics 

The chart below illustrates the total number of new listings on the Hong Kong Stock Exchange for the period from 2014 to 2023:

Note: Include the transfer of listings from GEM to Main Board

Source: Monthly Market Highlights from 2014 to 2023 published by the Hong Kong Stock Exchange

Listed companies may engage a financial adviser or an independent financial adviser to provide financial advisory services. We provide financial advisory services to listed companies in Hong Kong. The increase in the number of listed companies on the Hong Kong Stock Exchange, in particular SMEs, has created considerable opportunities for our financial advisory and independent financial advisory service business.

Major Drivers Propelling the Development of the Capital Markets in Hong Kong

Well-established financial and legal systems with comprehensive regulatory regime

Hong Kong has a well-established and transparent legal system. As the only common law jurisdiction in the PRC, Hong Kong has established its reputation for having a sophisticated capital markets regulatory system, which is widely accepted in the world. A legal regime is established for comprehensive supervision of the securities industry, while the functioning of the Hong Kong capital market is regulated by the rules and regulations of the Hong Kong Stock Exchange. The SFC and the Hong Kong Stock Exchange ensure regular and normative operations within the Hong Kong capital markets.

Free-flow capital market

The Hong Kong capital markets have a high level of openness to and freedom of capital flow. There is no limit on foreign investments imposed in the Hong Kong stock market. Local investors can freely participate in investment in free capital markets overseas. There is also no foreign exchange control. Such free flow of capital and barrier-free investments attracted overseas institutions and made significant contribution to the development of the Hong Kong capital markets. This also allows the development of diversified financial instruments and mergers and acquisitions and financing activities to be conducted conveniently.

Expanding overseas wealth and investment globalization of PRC investors

Expanding overseas sources of wealth bolsters offshore financial assets and leads to an increasing influx into offshore stock markets including Hong Kong. In addition, as an international financial hub and offshore Renminbi center backed by mature financial and transparent legal systems, the Hong Kong capital market will continue to benefit from the influx of capitals from the PRC. The introduction of Shanghai-Hong Kong Stock Connect program and the Shenzhen-Hong Kong Stock Connect program strengthen the Hong Kong capital market’s role as a bridge between PRC and overseas markets.

Continuous development and openness of the PRC macro-economy

According to the “HKEx Monthly Market Highlights” published by the Hong Kong Stock Exchange for December 2023⁽²⁾, the number of Mainland enterprises (including H-shares, red chips stocks and Mainland private enterprises) accounted for approximately 55.5% of total number of listed companies on the Hong Kong Stock Exchange, and the total market capitalization of Mainland enterprises represented approximately 76.5% of the total market capitalization as of December 31, 2023. The stable growth of the PRC macro-economy together with the investment globalization of the PRC investors are expected to continue to foster the sustainable development of Hong Kong as an attractive investment platform for capital from the PRC.

Entry Barriers to the Corporate Financial Advisory Service Industry in Hong Kong

Regulatory requirements

Under the legal framework in Hong Kong, corporate financial advisory service providers are required to fulfil the licensing requirements imposed by the SFC and the cost for new entrants to comply with and fulfil licensing conditions and ongoing regulatory requirements is high. All corporations and individuals acting as financial intermediaries must be authorized by the SFC through the licensing system that it operates. Through licensing, the SFC regulates the financial intermediaries of licensed corporations and individuals that are carrying out the regulated activities, including dealing in securities and advising on corporate finance.

Requirement to comply with the FRR

All corporations in Hong Kong are required to comply with the capital requirements stipulated in the FRR in order to become and remain licensed by the SFC. Licensed corporations are required to have sufficient liquid assets to meet ongoing liabilities as they fall due and to periodically report such corporations’ financial positions to the SFC. New entrants and existing licensed corporations may face challenges from meeting the requirements regulated by the FRR.

Fierce competition

Various licensed corporations, including international large-scale investment banks, PRC-funded securities groups, and local securities companies, are competing intensively for larger market share. New entrants need to compete with leading players or other established players in the industry who usually have years of experience, pool of talents, sound reputation, large client base and network accumulation in the market, with mature business models and operational processes.

Human capital constraint

The corporate financial service industry in Hong Kong is labor-intensive and the requirement to employ skilled professionals as licensed representatives and responsible officers are critical for the provision of quality services. It may be costly for new entrants to comply with and fulfil licensing conditions by attracting or retaining such skilled professionals.

Overview of the Securities Markets in Hong Kong

Being the Company’s sole market in securities brokerage services, the security market in Hong Kong is one of the most active financial markets globally. According to the “HKEx Monthly Market Highlights” published by the Hong Kong Stock Exchange for December 2022⁽²⁾, the total turnover of the securities market in Hong Kong increased from HK$17,156 billion in 2014 to HK$30,727 billion in 2022.

⁽²⁾ Hong Kong Stock Exchange (2022) HKEx Monthly Market Highlights. Available at: https://www.hkex.com.hk/Market-Data/Statistics/Consolidated-Reports/HKEX-Monthly-Market-Highlights?sc_lang=en&select=%7B89EB1121-C960-48E9-B0B3-60472D07478F%7D 

The charts below illustrate the total annual trading turnover and average daily trading turnover of the securities on the Hong Kong Hong Kong Stock Exchange for the period from 2014 to 2023:

Source: Annual Market Statistics from 2014 to 2023 published by the Hong Kong Stock Exchange

The total turnover of the securities market was partly supported by the Stock Connect which allows international and mainland Chinese investors to trade securities in each other’s markets through the trading and clearing facilities of their home exchange. The Stock Connect allows mutual market access between mainland China and Hong Kong through a security trading link scheme. This is particularly important as it provides investors in China to access offshore investment opportunities while Hong Kong and international investors to access investment opportunities that were originally open to mainland Chinese investors.

According to the Cash Market Transaction Survey 2020 published by the Hong Kong Stock Exchange in April 2022⁽³⁾, in 2020, Hong Kong investors’ contribution to total market turnover was at 31% (a slight increase from 2019), compared to the peak of 45% in 2013/14. Asian investors continued to be the largest contributor group from overseas, contributing 48% of overseas investor trading (up from 42% in 2019) and 20% of total market turnover (18% in 2019).

According to Table C2 – Number of Regulated Activities of Licensed Corporations published by the SFC⁽⁴⁾, the total number of licensed corporations in Hong Kong increased from 3,680 in 2014 to 6,411 in 2023, representing a compound annual growth rate (“CAGR”) of approximately 6.36%. Increase in the number of licensed securities and futures intermediaries in recent years may be attributed to greater financial market integration between mainland China and Hong Kong. In addition, the trend for China-funded intermediaries to increasingly set-up securities and brokerage businesses in Hong Kong in recent years may also support the increase in number of intermediaries in Hong Kong.

⁽³⁾ Hong Kong Stock Exchange (2022) Cash Market Transaction Survey 2020. Available at: https://www.hkex.com.hk/News/Research-Reports/HKEX-Surveys/HKEX-Surveys?sc_lang=en

⁽⁴⁾ SFC (undated) Table C2- Number of Regulated Activities of Licensed Corporations. Available at: https://www.sfc.hk/en/Regulatory-functions/Market/Market-statistics-and-research/Statistics

Overview of Asset Management Market in Hong Kong

According to the Asset and Wealth Management Activities Survey 2022 published by the SFC in August 2023⁽⁵⁾, the Hong Kong asset and wealth management business, which includes asset management, fund advisory, private banking and private wealth management, trust services and management of SFC authorized real estate investment trusts in Hong Kong, accounted for HK$29,791 billion in 2022. According to the Asset and Wealth Management Activities Survey 2022 published by the SFC in August 2023⁽⁵⁾, as of December 31, 2022, the AUM of the asset management and fund advisory business conducted by licensed corporations and registered institutions was HK$22,388 billion, amounting to a year-on-year decrease of 14%, representing approximately 75.2% of the Hong Kong asset and wealth management business.

According to survey respondents to the Asset and Wealth Management Activities Survey 2022⁽⁵⁾, out of the 1,049 licensed corporations which engaged in the (i) asset management, (ii) fund advisory business or (iii) private banking and private wealth management businesses, 694 of them solely conduct asset management business.

Our asset management business is operated by our subsidiary, GCL, which is a licensed asset management service provider in Hong Kong and mainly provides asset management service for investment fund(s) and portfolios.

Elevating demand from professional investors.

According to the Asset and Wealth Management Activities Survey 2022 published by the SFC in August 2023⁽⁵⁾, as of December 31, 2022, professional investors accounted for 72% of the asset management and fund advisory business in Hong Kong. The AUM attributable to professional investors amounted to HK$15,973 billion, which was mainly contributed by corporations, financial institutions and funds. In accordance with the Asset and Wealth Management Activities Survey 2022 published by the SFC⁽⁵⁾ and the Asset and Wealth Management Activities Survey 2018⁽⁶⁾, it recorded an increase of AUM attributable to corporations, financial institutions and funds from HK$6,952 billion in 2018 to HK$10,303 billion in 2022. The increase in AUM reflects a growing trend of professional investors in Hong Kong seeking investment opportunities through corporations, financial institutions, and funds, resulting in a surging demand for diversified asset management and investment advisory services.

Rising volatility of capital markets.

A series of global economic and political events in recent years such as the outbreak of the COVID-19, the U.S.- China trade war, trade protectionism, and tightened monetary conditions of the U.S., have entailed volatility and turbulence across global capital markets. Uncertainties in government policies and the macroeconomic environment have made investors re-evaluate their investment strategies and portfolios. Investors are seeking portfolio diversification, while asset management service providers are competent in managing their expectation and minimize risk for their wealth and asset in a systematic, organized and transparent manner, which in turn serve as an impetus to the growth of the asset management market in Hong Kong.

Hong Kong Acts as The Pre-eminent Offshore RMB Center.

Hong Kong is the first offshore market to launch RMB denominated services. Hong Kong has taken several initiatives in the past to enhance cross-border RMB fund flows, such as Shanghai-Hong Kong Stock Connect in 2014 and Mainland-Hong Kong Mutual Recognition of Funds in 2015. Moreover, the SFC and the CSRC signed a Memorandum of Regulatory Cooperation concerning Mutual Recognition of Funds between mainland China and Hong Kong in 2015. Under the mutual recognition of publicly offered funds (MRF), public funds operating from Hong Kong and mainland China that meet certain eligibility requirements prescribed by the CSRC and the SFC, respectively, for MRF will generally be deemed to have complied in substance with the other market’s registration requirements under a streamlined process for distribution in such market. The implemented initiatives have greatly enhanced the demand for wealth management and asset management service from mainland China investors. According to the Asset and Wealth Management Activities Survey 2022 published by the SFC⁽⁵⁾, the AUM of the Hong Kong MRF Funds attributable to PRC investors has increased from approximately RMB$10,467 million in 2019 to RMB$13,786 million as of March 31, 2023, representing a CAGR of approximately 7.13% from 2019 to 2023.

⁽⁵⁾ SFC (2023) Asset and Wealth Management Activities Survey 2022. Available at: https://www.sfc.hk/en/Published-resources/Reports-and-surveys/Periodic-reports-and-surveys

⁽⁶⁾ SFC (2019) Asset and Wealth Management Activities Survey 2018. Available at: https://www.sfc.hk/en/Published-resources/Reports-and-surveys/Periodic-reports-and-surveys

Rising Demand for Cross-border Investment from mainland China Investors.

Hong Kong allows investors to access a wide variety of global financial instruments. According to the foreign exchange rate data in relation to “Historical Rates for the Chinese Renminbi” by the Federal Reserve Board⁽⁷⁾ released on April 22, 2024, from January 2, 2015 to December 29, 2023, the exchange rate of RMB against U.S. dollars dropped by more than 12.6%. As a result, investors from mainland China may use Hong Kong as a gateway to make foreign investments as an asset re-allocation and risk diversification strategy. According to the Census and Statistics Department of Hong Kong – Economy – Balance of Payments section released on December 9, 2022⁽⁸⁾, from 2019 to 2022, the inward direct investment from mainland China to Hong Kong increased at a CAGR of approximately 4.9%.

Improvement of Regulation for Better Investor Protection.

In order to maintain the regulation governing public funds and asset management and keep up with international standards and industry developments, the SFC has been updating its regulations. For example, enhancements to point-of-sale transparency to better address conflicts of interest in the selling of investment products became effective in November 2018. Additionally, the SFC conducts annual asset and wealth management activities surveys with the aim to evaluate the current state of the wealth management industry for policy and operational planning and actively pursue to improve the development of the wealth management sector in every aspect. Other proposed amendments to the Code on Unit Trusts and Mutual Funds are under development by the SFC, such as strengthening the requirements for key operators, providing greater flexibility and enhanced safeguards for funds’ investment activities.

USE OF PROCEEDS

Based upon an IPO price of $4 per Ordinary Share, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts, non-accountable expense allowance, and the estimated offering expenses payable by us, of approximately $4,670,821 if the Underwriters do not exercise their Over-Allotment Option, and $5,786,821 if the Underwriters exercise their Over-Allotment Option in full, after deducting the underwriting discounts and commissions, non-accountable expense allowance, and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed IPO price of $4 per Ordinary Share would increase (decrease) the net proceeds to us from this offering by $1,860,000, assuming that the number of Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses payable by us. An increase (decrease) of 1 million in the number of Shares we are offering would increase (decrease) the net proceeds to us from this offering by $3,720,000, assuming the assumed IPO price remains the same, and after deducting the underwriting discounts and commissions, non-accountable expense allowance, and estimated offering expenses payable by us.

We will not receive any proceeds from the sale of Ordinary Shares by the Selling Shareholders. Instead, the Selling Shareholders will receive all of the net proceeds from the sale of the Ordinary Shares offered by them in this firm commitment offering. The Selling Shareholder will pay underwriting discounts and expenses incurred by them to the Underwriters. We will bear all other costs, fees and expenses incurred in effecting the registration of the Ordinary Shares covered by this prospectus.

The primary purpose of this offering is to create a public market for the Shares for the benefit of all shareholders. We plan to use the net proceeds of this offering as follows:

● Approximately 30% (or approximately US$1.40 million) for strengthening of our (i) corporate finance and capital market advisory business and (ii) placing and underwriting business in Hong Kong;

We intend to strengthen and expand the existing capabilities of the corporate finance and placing and underwriting operations of the Operating Subsidiaries by (i) recruiting additional experienced personnel such as responsible officers and licensed representatives, (ii) improving the remuneration package for our existing personnel, and (iii) deploying more resources to client sourcing and service delivery, with a view to improve our presence in the financial services industry.

● Approximately 30% (or approximately US$1.40 million) for enhancing and developing our asset management business;

We intend to enhance our existing asset management business to cater to the investment objectives of different clients. We plan to diversify our asset management schemes to accommodate a wide range of needs of our clients, including management of portfolios with an investment objective to invest in a broader spectrum of financial products.

● Approximately 10% (or approximately US$0.47 million) for enhancing our brand and expanding our office operation; and

We plan to further enhance our brand image and position in the industry through expanding our sales and marketing capabilities, and increase our exposure in the market. As part of this strategy, we also intend to explore opportunities beyond the boundaries in Hong Kong, particular in emerging markets that offer growth potential, to increase our reach and tap into these markets.

● The balance to fund working capital and for other general corporate purposes including repayment of shareholder’s loan for the expenses of this offering.

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 registration statement. We reserve the right to change the use of proceeds that we presently anticipate and describe 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.

⁽⁷⁾ Board of governors of the Federal Reserve System (2023) Federal Reserve Board - Foreign Exchange Rates - H.10 - August 21, 2023. Available at: https://www.federalreserve.gov/releases/h10/hist/dat00_ch.htm

⁽⁸⁾ Census and Statistics Department of Hong Kong (no date) Balance of payments. Available at: https://www.censtatd.gov.hk/en/scode260.html.

DIVIDEND POLICY

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business, and we do not anticipate declaring or paying any dividends in the foreseeable future.

On November 5, 2024, the Company, Mr. Law, and certain related parties entered into offsetting arrangement to net off the amount due from Mr. Law (in the amount of HK$2,738,736) and the corresponding amount due to Active Ideal as of November 5, 2024. On November 6, 2024, the Company, Mr. Yeung and certain related parties entered into offsetting arrangement to net off the amount due from Mr. Yeung (in the amount of HK$5,373,643) and the amount due to Team Plus International Limited as of November 6, 2024 (in the amount of HK$4,019,039). See “Related Party Transactions” on page 119 for further details. Other than the transactions above, during the nine months ended December 31, 2024 and during the fiscal years ended March 31, 2024 and 2023, GCGCL did not declare or pay any dividends or made other distributions, and there was no transfer of assets among GCGCL and its subsidiaries.

Subject to the Cayman Islands laws and our Amended and Restated Memorandum and Articles, our Board of Directors has complete discretion as to whether to distribute dividends. Our Company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business.

In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our Board of Directors. Even if our Board of Directors decides to pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our Board of Directors. Please see the section entitled “Material Income Tax Considerations – Cayman Islands Taxation” of this prospectus for information on the potential tax consequences of any cash dividends declared.

As we are a holding company incorporated in the Cayman Islands, we rely on dividends paid to us by our subsidiaries for our cash requirements, including funds to pay any dividends and other cash distributions to our shareholders, service any debt we may incur, and pay our operating expenses. Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from our subsidiaries. According to the BVI Business Companies Act 2004 (as amended), a BVI company may make dividends distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect to dividends paid by us.

Cash dividends, if any, on the Shares will be paid in U.S. dollars.

CAPITALIZATION

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

You should read this information together with our audited consolidated financial statements appearing elsewhere in this prospectus and the information set forth under the sections titled “Exchange Rate Information,” “Use of Proceeds,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

DILUTION

If you invest in the Shares in this offering, your interest will be immediately diluted to the extent of the difference between the IPO price per Ordinary Share in this offering and the net tangible book value per Ordinary Share after this offering. Dilution results from the fact that the IPO price per Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share. As of December 31, 2024, we had a historical net tangible book value of US$1,488,900, or approximately US$0.15 per Ordinary Share. Our net tangible book value per Ordinary Share represents total net assets of US$6,230,431, less intangible asset including goodwill of US$3,666,145 and deferred IPO cost of US$1,075,386, all divided by 10,000,000, the number of Ordinary Shares outstanding as of December 31, 2024.

After giving effect to the sale of Ordinary Shares in this offering at the assumed IPO price of US$4 per Ordinary Share, we will have 12,000,000 Ordinary Shares outstanding, and net proceeds from IPO of US$4,670,821 after deducting the underwriting discounts and commissions, non-accountable expense allowance, and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at December 31, 2024, would have been US$7,235,107, or approximately US$0.60 per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.45 per Ordinary Share to existing investors and immediate dilution of US$3.40 per Ordinary Share to new investors. The following table illustrates this dilution to new investors purchasing Ordinary Shares in this offering:

Each US$1.00 increase (decrease) in the assumed IPO price of US$4 per Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value as of December 31, 2024, after this offering by approximately US$0.16 per Ordinary Share, and would increase (decrease) dilution to new investors by US$0.84 per Ordinary Share, assuming that 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 underwriting discounts and commissions, non-accountable expense allowance, and estimated offering expenses payable by us.

If the Underwriters exercise their Over-Allotment Option in full, the pro forma as adjusted net tangible book value per Ordinary Share after this offering would be US$0.68, the increase in net tangible book value per Ordinary Share to existing shareholders would be US$0.53, and the immediate dilution in net tangible book value per Ordinary Share to new investors in this offering would be US$3.32.

To the extent that we issue additional Ordinary Shares in the future, there will be further dilution to new investors participating in this offering.

The following table summarizes, on a pro forma basis as of December 31, 2024, the differences between the existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us in this offering, the total consideration paid, and the average price per Ordinary Share paid at the assumed IPO price of US$4.00 per Ordinary Share, before deducting estimated underwriting discounts and estimated offering expenses. The total number of Ordinary Shares does not include the Over-Allotment Option.

EXCHANGE RATE INFORMATION

GCGCL is a holding company with operations conducted in Hong Kong through its key Operating Subsidiaries in Hong Kong, GMCL and GCL, using Hong Kong dollars. GMCL’s and GCL’s reporting currency is Hong Kong dollars. Translations of amounts from HK$ into US$ are solely for the convenience of the reader and were calculated at the rate of US$1 = HK$ 7.8259 on March 31, 2024, as published in H.10 statistical release of the United States Federal Reserve Board. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this prospectus were calculated at the rate of US$1 = HK$7.7677 on December 31, 2024, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the HK$ amount represents or could have been, or could be converted, realized or settled into US$ at that rate, or at any other rate.

CORPORATE HISTORY AND STRUCTURE

Corporate History and Structure

GCGCL is an exempted company with limited liability incorporated under the laws of the Cayman Islands on April 28, 2020 under the name “GLAM Capital Group Company Limited” and was renamed “GLAMOORE Capital Group Company Limited” on July 5, 2023. The Company’s beneficial shareholders are Mr. Lei Iat Seng, Worldgate Global Logistics Ltd, Mr. Yeung Wan Yiu, and Mr. Hong Ching Wei, who hold their ownership through British Virgin Islands holding companies. For a detailed illustration of the corporate structure, please refer to the organization chart below.

GCGCL’s direct subsidiary is GVL, a British Virgin Islands Business Company incorporated on January 3, 2020 and the holding company of the Operating Subsidiaries.

GCGCL operates it business through its indirect subsidiaries in Hong Kong, GMCL and GCL.

Prior to the reorganization as described below, GCGCL was the holding company of GCL, through GVL. GCGCL historically conducted its business through GCL, a company incorporated under the laws of Hong Kong on July 11, 2018 and is licensed by the SFC to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities (license no.: BNR298). GCL principally provides financial services, including placing and underwriting services, investment advisory services, discretionary investment management services and fund management services in Hong Kong.

Pursuant to the reorganization as described below, GCGCL became the holding company of both GCL and GMCL, through GVL. GMCL is incorporated under the laws of Hong Kong on May 14, 2015, and is licensed by the SFC to conduct Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities (license no.: BGB 919). GMCL principally provides financial advisory and independent financial advisory services, compliance advisory services and IPO sponsorship services in Hong Kong.

Reorganization

In advance of this offering, we undertook a reorganization which resulted in GCGCL becoming a holding company for the Operating Subsidiaries.

The major steps of the reorganization were as follows:

On May 20, 2024, the then-shareholders of the Company, Team Plus International Limited and Active Ideal Holdings Limited resolved and approved (i) a subdivision of each of the issued and unissued shares with par value of US$1.00 each into 100 shares with a par value of US$0.01 each as part of the Company’s reorganization, and (ii) an increase in the authorized share capital of the Company to US$1,000,000 divided into 100,000,000 shares of US$0.01 each by the creation of an additional 90,000,000 new unissued shares of the Company. Immediately after the Share Split and the Increase in Authorized Share Capital, the authorized share capital of the Company consists of US$1,000,000 divided into 100,000,000 Ordinary Shares, par value of US$0.01 each, and the issued share capital of the Company consists of US$100,000 divided into 10,000,000 Ordinary Shares, par value of US$0.01 each.

On July 29, 2024, Active Ideal Holdings Limited entered into a sale and purchase agreement with Optimum Lead Limited, pursuant to which Optimum Lead Limited acquired 3,350,000 Ordinary Shares from Active Ideal Holdings Limited, in consideration of which Optimum Lead Limited allotted and issued an aggregate of 9 shares, credited as fully-paid in its share capital, to its shareholder Iat Seng LEI. Also on July 29, 2024, Active Ideal Holdings Limited entered into another sale and purchase agreement with Pacific Express Limited, pursuant to which Pacific Express Limited acquired 1,650,000 Ordinary Shares from Active Ideal Holdings Limited, in consideration of which Pacific Express Limited allotted and issued an aggregate of 9,000 shares, credited as fully-paid in its share capital, to its shareholder WORLDGATE GLOBAL LOGISTICS LTD.

On July 29, 2024, Team Plus International Limited entered into a sale and purchase agreement with Joyful Smart Investments Limited, pursuant to which 3,750,000 Ordinary Shares from Team Plus International Limited, in consideration of which Joyful Smart Investments Limited acquired 3,750,000 Ordinary Shares from Team Plus International Limited, in consideration of which Joyful Smart Investments Limited allotted and issued an aggregate of 9 shares, credited as fully-paid in its share capital, to its shareholder Wan Yiu YEUNG. Also on July 29, 2024, Team Plus International Limited entered into another sale and purchase agreement with Million Bright Enterprises Limited, pursuant to which Million Bright Enterprises Limited acquired 1,250,000 Ordinary Shares from Team Plus International Limited, in consideration of which Million Bright Enterprises Limited allotted and issued an aggregate of 9 shares, credited as fully-paid in its share capital, to its shareholder Ching Wei HONG.

Further, on August 2, 2024, Joyful Smart Investments Limited entered into investment agreement with Fine Treasure International Limited and Forever Wealth Global Limited, pursuant to which Joyful Smart Investments Limited agreed to sell and each of Fine Treasure International Limited and Forever Wealth Global Limited agreed to purchase 437,500 Ordinary Shares of GCGCL. Also on August 2, 2024, Optimum Lead Limited entered into investment agreement with Bessie SIU and Wai Ha LAM, pursuant to which Optimum Lead Limited agreed to sell, and Bessie SIU and Wai Ha LAM agreed to purchase from Optimum Lead Limited 475,000 Ordinary Shares and 400,000 Ordinary Shares, respectively.

Our principal office is located at 13/F, Wing Sing Commercial Centre, 12-16 Wing Lok Street, Sheung Wan, Hong Kong. Our telephone number is (+852) 2130 2088. Our registered office in the Cayman Islands is located at the office of Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, P.O. Box 32311, Grand Cayman KY1-1209, Cayman Islands.

Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42^nd Street, 18^th Floor New York, NY 10168. Information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus.

The chart below illustrates our corporate structure and identifies our subsidiaries as of the date of this prospectus and upon completion of this offering (assuming the Underwriters do not exercise the Over-Allotment Option):

Note:

We are offering 2,000,000 Ordinary Shares of GCGCL pursuant to this prospectus, representing approximately 16.67% of the Ordinary Shares following completion of the offering of GCGCL, assuming the Underwriters do not exercise the Over-Allotment Option. The Selling Shareholders are offering 1,750,000 Ordinary Shares, representing approximately 14.58% of the total outstanding Ordinary Shares following the completion of this offering (assuming the Underwriters do not exercise the Over-Allotment Option), to the underwriters pursuant to this prospectus.

At each general meeting, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Ordinary Share that such shareholder holds. There are no prohibitions to cumulative voting under the laws of the Cayman Islands, but our Amended and Restated Memorandum and Articles do not provide for cumulative voting.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

OVERVIEW

Through the Operating Subsidiaries, GCL and GMCL, we provide specialized financial services in Hong Kong. GCL is licensed with the SFC to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities, including placing and underwriting services, investment advisory services, asset management services and securities brokerage services; GMCL is licensed with the SFC to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities, including IPO sponsorship services, corporate finance and capital market advisory services and placing and underwriting services.

Through the Operating Subsidiaries, we engage in the provision of (i) corporate finance and capital market advisory services; (ii) placing and underwriting services; (iii) investment advisory services; (iv) IPO sponsorship services; (v) asset management services; (vi) business development services; and (vii) securities brokerage services.

(i) Corporate finance and capital market advisory services

GMCL’s financial advisory services encompass advising clients on the terms, structure, and relevant implications of the proposed transactions under the Hong Kong regulatory framework, including the Listing Rules, GEM Listing Rules, and Takeovers Code. As a financial adviser, GMCL’s responsibilities vary on a case-by-case basis but generally include assisting clients in negotiating and advising on transaction terms and conditions, ensuring compliance with all applicable rules, codes, and guidelines, and performing due diligence.

GMCL also acts as an independent financial adviser in certain transactions undertaken by the listed issuers as mandated by the Listing Rules, GEM Listing Rules, and Takeovers Code. As an independent financial adviser, GMCL would provide an opinion on whether the proposed transaction terms are fair and reasonable concerning the independent shareholders of the listed issuers.

In addition, GMCL serves as compliance advisers for companies listed on the Main Board or the GEM of the Hong Kong Stock Exchange in accordance with the Listing Rules and the GEM Listing Rules. Each newly listed company in Hong Kong is required to engage a compliance adviser like GMCL to ensure compliance with these rules during the initial period.

GMCL considers that the corporate finance and capital market advisory services promised in the contract, such as advising on the terms, structure and timing, etc., are interdependent and interrelated and should be therefore accounted for as a single performance obligation. As it is unlikely that a customer can obtain benefit before the GMCL completes all its services up to the completion of the underlying transaction and according to the contract terms of the agreements signed with customers, the service fees, which are fixed stipulated in the contracts, are recognized at a point in time when the relevant services or milestone are completed.

(ii) Placing and underwriting services

Both GCL and GMCL participate in different kinds of fundraising exercises for companies listed on the Hong Kong Stock Exchange by acting as the joint-bookrunner, joint lead manager, underwriter, or placing agent. Those fundraising exercises included placing and IPO of shares of newly-listed companies, placing of new shares of listed companies under general mandate or specific mandate, issue of new shares of listed companies by way of rights issue or open offer by listed companies. In addition to acting for listed companies on the Hong Kong Stock Exchange, GCL and GMCL were engaged as placing agents for listed companies to place securities in the secondary market. During the course of providing the placing and underwriting services, GCL and GMCL may engage sub-placing agents or sub-underwriters, to form placing and/or underwriting syndicates.

For the underwriting exercise, GCL and GMCL are obliged to take up or procure the applications of any unsubscribed shares offered by the issuer in the IPO up to the maximum underwriting commitment in the event of any under-subscription of shares in the relevant share offer. GCL and GMCL charge underwriting commissions based on their underwriting commitment and the aggregate offer price of the number of securities underwritten by them. The underwriting commissions are typically either a pre-determined fixed fee or a fixed percentage of the aggregate offer price of the number of securities underwritten by GCL and GMCL.

For placing exercises, GCL and GMCL usually agree with the contracting party to place a number of securities for an agreed price on a best-effort basis within a period of time. GCL and GMCL charge a commission for acting as a placing agent in a fundraising exercise based on the aggregate placing price of the number of securities successfully placed by GCL and GMCL to placees. The placing commission rates are subject to negotiation on a case-by-case basis with the listing applicants or listed issuer and are generally determined with reference to, among other matters, the type of securities offered, fundraising size, market condition and prevailing market rate.

Revenue generated from placing and underwriting services is recognized when the relevant placing and underwriting activities are completed. Accordingly, the revenue is recognized at a point in time.

(iii) Investment advisory services

GCL offers investment advisory services, which may involve meeting with clients in connection with, inter alia, the valuation of investments, investment strategies, and the realization of investments. These services are provided in exchange for a fixed fee or a fee charged as a percentage of the aggregate value of the proposed transactions, which is determined on a case-by-case basis.

GCL’s customers simultaneously receive and consume the benefits provided by GCL. Hence the revenue is recognized as a performance obligation satisfied over time. Advisory income, which are fixed stipulated in the contract, are recognized over a specified period for advising of each client.

(iv) IPO sponsorship services

GMCL acts as a sponsor for companies seeking listing on the Main Board or GEM of the Hong Kong Stock Exchange by providing assurance to the Hong Kong Stock Exchange and the market that the listing applicant complies with the relevant Listing Rules or the GEM Listing Rules and other relevant legal and regulatory requirements. In addition to ensuring that the listing document provides sufficient particulars and information for potential investors to form a valid and justifiable opinion of the listing applicants’ shares, financial condition, and profitability, GMCL also advises and guides the listing applicant as to the Listing Rules or the GEM Listing Rules and other relevant regulatory requirements.

GMCL considers that all the services promised in the contract, such as advising on the feasibility of the proposed listing, advising the terms, structure and timing, etc., are interdependent and interrelated and should be therefore accounted for as a single performance obligation. As it is unlikely that a customer can obtain benefits before the GMCL completes all its services up to listing and according to the contract terms of the agreements signed with customers for sponsoring services, the sponsor fees income, which are fixed stipulated in the contracts, are recognized at a point in time when the relevant services or milestone are completed.

(v) Asset management services

GCL provides asset management services. GCL (i) manages discretionary accounts whereby GCL was appointed as the agent of the clients to manage portfolios on their behalf and (ii) acts as the investment manager of two Cayman Islands offshore funds, namely GLAM-HKCFC MBS Fund, and Xi Yue Cultural Industry Investment Fund L.P. for the fiscal years ended March 31, 2024 and 2023.

(A) Discretionary account management services

GCL provides discretionary account management services to primarily professional investors and high-net-worth individual clients, to manage their funds and investment portfolios under their discretionary accounts. The clients, upon our recommendation, will open accounts with the custodian banks (usually the private banks in Hong Kong), and place their assets in the account under their ownership. As the investment manager to manage the discretionary accounts of our clients, GCL’s clients give GCL the authority and the power of attorney to manage their investment portfolios and asset allocation on their behalf. As part of discretionary account management services, GCL work closely with clients to understand their investment objectives and risk tolerance, and develop an investment strategy that aligns with their goals.

(B) Fund management services

GCL entered into an investment management agreement with GLAM-HKCFC MBS Fund and Xi Yue Cultural Industry Investment Fund L.P.. As the investment manager of these funds, GCL is entrusted with carrying out investment management by entering into investment management agreements to, inter alia, purchase, sell and invest in the investments, money, and other assets of the funds pursuant to the terms of the investment management agreement and/or the relevant placing memorandum.

GCL charges customers management fees from Xi Yue Cultural Industry Investment Fund L.P, which are determined based on the fund’s aggregate capital commitment at each period end and the contractually agreed-upon annual fee rate. The management fee is recognized over a specified period of each client. The customers simultaneously receive and consume the benefits provided by us. Hence the revenue is recognized as a performance obligation satisfied over time.

GCL is entitled to a performance fee from GLAM-HKCFC MBS Fund when there is a positive performance for the relevant performance period and the revenue is recognized at the end of the relevant performance period. Each quarter is contractually agreed to be a relevant performance period. Positive performance is considered when the quarterly return on assets under management surpasses specific performance benchmarks established in each fund’s private memorandum. And the specific performance benchmark is the hurdle rate or dividend rate for investors. The return surpasses the benchmark is attributable to the Company as the performance fees are calculated on a quarterly basis. Performance fees are a form of variable consideration. GCL recognizes these fees at a point in time when the associated performance obligations are satisfied, the related uncertainties are resolved, the likelihood of a claw-back or reversal is improbable and the likely amount of the transaction prices can be estimated without significant chance of reversal. Reversal and negative performance fees aren’t possible due to the absence of guaranteed returns, and each period’s fee stands independently.

(vi) Business development services

GCL and its holding company, GVL, leverage their extensive network in the financial sector and GCL diverse securities brokerage clientele and connects a variety of potential investors to these financial services providers. GCL and GVL facilitate the initiation of relationships between investors and the financial services providers. Upon validating an investor or client as a prospective match, GCL and GVL manage the preliminary engagement process between the prospective client and such service provider. Duties in this phase involve coordination of initial dialogues and arrangement of introductory meetings, aimed at ensuring a transparent and mutually agreeable foundation for potential business relationship. In return, GCL and GVL charge the financial services provider a fee, which is negotiated on a case-by-case basis with each provider and may be either a fixed amount agreed upon in advance, reflecting the scope and nature of the services provided, or a percentage of the underlying transaction value. This percentage is designed to align GCL or GVL’s compensation with the success of the relationship established between the financial services providers and the investors referred by GCL or GVL, or the achievement of specific milestones such as client approval of the establishment of relationship, the execution of a definitive agreement, the subscription of a financial instrument issued by another institution, or another negotiated event.

Revenue from business development services, which is a fixed amount or fixed percentage of underlying transaction amount stipulated in the contract, is recognized upon the successful establishment of the transaction between financial services providers and the customers.

(vii) Securities brokerage services

GCL offers securities brokerage services for trading in securities on the Hong Kong Stock Exchange. GCL acts as an intermediary between buyers and sellers of securities listed on the Main Board and GEM of the Hong Kong Stock Exchange in return for brokerage commission income.

The types of securities which may be traded through GCL’s brokerage services include listed shares on the Hong Kong Stock Exchange. GCL also facilitates subscriptions to IPOs and secondary placings of Hong Kong issuers who engage GCL’s placing and underwriting services. While GCL is not a Hong Kong Stock Exchange participant with requisite trading rights which allows itself to execute trades directly listed on the Hong Kong Stock Exchange, GCL have established certain arrangement with various Hong Kong securities brokers (being independent third parties) who are Hong Kong Stock Exchange Participants which enable GCL to execute relevant trades through them.

Each client of GCL must establish a non-margin, cash securities trading account with GCL prior to initiating any trade orders, as GCL solely facilitates transactions on a cash basis and does not provide margin financing services. After opening a securities trading account with GCL, clients may place trading orders by telephone, email or in writing. As part of GCL’s internal control measures, all telephone communications between clients and GCL are recorded by telephone recording system.

Securities brokerage services income consists of brokerage commission income and handling charge income. Brokerage commission income earned for executing transactions is accrued on a trade-date basis. Handling charge income generated from services such as subscription and dividend collection handling services, etc., is accrued on a trade-date basis. The handling charge income was less than 1% of total revenue for the years end March 31, 2024 and 2023, and less than 2% of the total revenue for the nine months ended December 31, 2024. Brokerage commission and handling charge income are recognized at a point in time when the service has been passed to the customer.

KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS

We and our subsidiaries’ results of operations have been and will continue to be affected by a number of factors, including those set forth below:

The revenue from our subsidiaries’ corporate finance and capital market advisory services and our subsidiaries’ placing and underwriting business is non-recurring in nature

Our subsidiaries’ corporate finance advisory and placing and underwriting business operate on a project-by-project basis, and the financial performance of these businesses is subject to various uncertainties, such as market conditions, the particulars of each engagement, and project completion timeline. The sustainability of the financial performance of these businesses is uncertain, as these are highly depending on factors such as the number of projects undertaken, the revenue generated from each client, and the recurring business opportunities. To sustain our corporate finance advisory and placing and underwriting business, the Operating Subsidiaries rely on their ability to leverage their relationship to source and retain clients. Revenue generated from these businesses may fluctuate from time to time and may not recur, and we and the Operating Subsidiaries cannot guarantee that clients who have previously sought our services will continue to retain such Operating Subsidiaries for future projects.

Moreover, the demand for our subsidiaries’ corporate finance advisory and underwriting services is heavily dependent on the market conditions. Any adverse market conditions or market sentiment will affect clients’ decisions on the scale, timing, and stock market choices in respect of their fundraising needs, which may lead to lower demand for, delay to, or termination of fundraising activities and our services, and in turn affect the financial performance of our corporate finance advisory and placing and underwriting business.

We are exposed to business risk arising from our placing and underwriting business in case the securities underwritten by the Operating Subsidiaries are undersubscribed or placing exercise fails to complete

Our subsidiaries’ placing service operates on a best effort basis and is subject to market conditions and volatility. In the event of adverse changes in market conditions or investor sentiment, the Operating Subsidiaries may not be able to secure investors to subscribe for all or part of the offered securities and the placement may not be completed in full or may not proceed at all. The commission from such placement engagements may be reduced, or the Operating Subsidiaries may not receive any commission at all in the worst-case scenario. Although the Operating Subsidiaries typically engage in fundraising exercise to place securities with investors on a best effort basis, if the securities are undersubscribed due to market conditions or other factors, the entire fundraising exercise may not be completed or may be cancelled. This could result in a reduction of the Operating Subsidiaries’ commission income from such fundraising exercises, or they may not be entitled to any commission at all.

Our subsidiaries’ asset management business may be adversely affected by the risks arising from poor investment performance and market competition, which could significantly decrease our AUM

Investment performance is one of the most important factors in retaining our subsidiaries’ clients. Our subsidiaries’ investment performance is subject to market conditions and volatility, the availability of hedging instruments, our investment strategies and decisions, and our risk management policy. In addition, changes in exchange rate, interest rate, and other economic factors will affect our investment performance. Poor investment performance may lead to the loss of our clients and failure to attract new clients for our asset management business, resulting in a decrease of our AUM. We cannot assure you that our AUM can be increased under the highly competitive environment with numerous competitors from other securities firms, fund managers, commercial banks, and insurance companies, which may have a longer operating history, better brand names and reputation, and proven track record of investment performance.

We and our subsidiaries operate in a highly regulated industry and ongoing compliance with the rules and regulations could be costly and affect our operations

The financial and securities services industry in which the Operating Subsidiaries operate is highly regulated and any material changes to the laws and regulations applicable to us could significantly affect our operations, or might restrict our business activities. Many aspects of the businesses of the Operating Subsidiaries depend on obtaining and maintaining approvals, licenses, permits, or qualifications from the relevant regulators. We and our subsidiaries cannot assure that the business model and operations the Operating Subsidiaries currently have in place would be in compliance with any changes or updates to the regulatory requirements.

Furthermore, the Operating Subsidiaries are licensed with the relevant regulatory authorities in Hong Kong, including, without limitation, as a licensed corporation under the SFO. Therefore, each of the Operating Subsidiaries has to ensure continuous compliance with all applicable laws, regulations, and guidelines, and satisfy the SFC, the Hong Kong Stock Exchange, and/or other regulatory authorities that the Operating Subsidiaries remain fit and proper to be licensed. In addition, the SFC expects high standards of sponsor’s conduct and the Operating Subsidiaries will need to continue to enhance our internal controls and systems in respect of our sponsorship services in accordance with new regulatory requirements or guidance. Any material changes to laws and regulations applicable to the Operating Subsidiaries could significantly affect our operations. Costs of compliance may increase, and the fee structure of the Operating Subsidiaries may have to be adjusted.

The Operating Subsidiaries face fierce competition in the financial and securities services industry in Hong Kong

There is a significant number of existing market participants in the financial and securities services industry in Hong Kong providing services similar to ours. The Operating Subsidiaries’ larger competitors may have advantages over us such as having better brand recognition and reputation in the market, a wider range of value-adding services, stronger human and financial resources, longer operating histories, and operational presence in more geographic locations. The Operating Subsidiaries also face competition from local medium and small-sized financial services providers, which offer a similar range of services. New participants may enter into the market insofar as they have engaged appropriate qualified professionals and obtained the requisite regulatory licenses and permits. Given the keen competition, we cannot assure that the Operating Subsidiaries will be able to maintain our competitive edge in response to the fast-changing business environment. In addition, competition creates an unfavourable pricing environment in the market in which the Operating Subsidiaries operate. Intensified competition may cause the Operating Subsidiaries to reduce their service fees or commission rates in order to compete with other market players, which could place significant pressure on the ability to maintain gross margins and is particularly acute during market slowdowns.

OUR RESULTS OF OPERATIONS

Nine months ended December 31, 2024 compared to nine months ended December 31, 2023

The following table presents the results of operations for our subsidiaries, which has reflected the acquisition of GMCL on June 30, 2023.