As filed with the U.S. Securities and Exchange Commission on July 10, 2025.

Registration Statement No. 333-[•]

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

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

______________________________________________________________________

Agencia Comercial Spirits Ltd

(Exact name of Registrant as specified in its charter)

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Not Applicable
(Translation of Registrant’s name into English)

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No. 65, Ln. 114, Xishi Rd., Xi’an Vil., Fengyuan Dist.
Taichung City 42061, Taiwan (R.O.C.)
Tel: + 886-4-25614413
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

______________________________________________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
800-221-0102

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

______________________________________________________________________

Copies to:

______________________________________________________________________

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

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

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

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

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

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

Emerging growth company ☒

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

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†        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

PRELIMINARY PROSPECTUS (Subject to Completion)

Dated July 10, 2025

Agencia Comercial Spirits Ltd

[1,750,000 Class A Ordinary Shares]

This is an initial public offering of our 1,750,000 Class A ordinary shares, par value US$0.00004 per share (the “Class A Ordinary Shares”).

We currently anticipate the initial public offering price of our Class A Ordinary Shares, will be between US$4.00 and US$6.00 per share. Prior to this offering, there is no public market for our Class A Ordinary Shares.

We intend to apply to have our Class A Ordinary Shares listed on the Nasdaq Capital Market under the symbol “AGCC.” At this time, the Nasdaq Stock Market LLC (“Nasdaq”) has not yet approved our application to list our Class A Ordinary Shares. We cannot assure you that our application will be approved; however, if it is not approved, we will not complete this offering.

We are an “emerging growth company” and a “foreign private issuer” under applicable U.S. federal securities laws, and as such, are eligible for certain reduced public company reporting requirements for this prospectus and future filings. See the sections titled “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Foreign Private Issuer” for additional information.

Immediately after this offering, assuming an offering size as set forth above, our controlling shareholders, Mr. Tsai Yi Yang, our Chairman of the Board of Directors and Chief Executive Officer, and Ms. Lee Li Mei, the mother of Mr. Tsai Yi Yang (together the “Controlling Shareholders”), through Ping Shiang Business Ltd, will beneficially own [14,500,000] Class A Ordinary Shares, approximately [73.93]% of our outstanding Class A Ordinary Shares (or [72.95]% of our outstanding Class A Ordinary Shares assuming the underwriters exercise their over-allotment option in full) and [14,500,000] Class B Ordinary Shares, representing [96.89]% (or [96.74]%, assuming the underwriters exercise their over-allotment option in full) of the aggregate total voting power of our total issued and outstanding share capital. As a result, we expect to be a “controlled company” within the meaning of rule 5615(c) of Nasdaq Stock Market LLC (“Nasdaq Listing Rules”). Please see “Implications of Being a Controlled Company”. See “Principal Shareholders” and “Risk Factors — We are a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders”.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Based on our dual-class voting structure, holders of Class A Ordinary Shares will be entitled to one (1) vote per share in respect of matters requiring the votes of shareholders, while holders of Class B Ordinary Shares will be entitled to ten (10) votes per share. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares nor shall any Class B Ordinary Share be convertible into Class A Ordinary Shares, and there is no sunset provisions that limit the lifespan of the Class B Ordinary Shares. See “Description of Share Capital” for more details.

As of the date of this prospectus, [17,864,000] Class A Ordinary Shares and [14,500,000] Class B Ordinary Shares were issued and outstanding. Our Controlling Shareholders must keep more than [82,307,000] Class A Ordinary Shares or [8,230,700] Class B Ordinary Shares to control 50% of the voting power of the Company and control the outcome of matters submitted to shareholders for approval.

Subsequent to the Offering, [19,614,000] Class A Ordinary Shares (assuming an offering size as set forth above) and [14,500,000] Class B Ordinary Shares will be issued and outstanding. A shareholder will need to keep more than [82,307,000] Class A Ordinary Shares or [8,230,700] Class B Ordinary Shares to control 50% of the total voting power of our then outstanding Ordinary Shares, assuming the underwriters do not exercise their over-allotment option. There is no restriction for potential future issuances of Class B Ordinary Shares. If such occurred, the voting power of the holders of the Class A Ordinary Shares will be diluted.

In addition, because of the ten-to-one voting ratio between our Class B and Class A Ordinary Shares, the concentrated control may limit or preclude your ability to influence corporate matters for the foreseeable future and the Controlling Shareholders will have the ability to determine all matters requiring approval by shareholders, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions requiring shareholder approval. See “Risk Factors — Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial”.

TABLE OF CONTENTS

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares.

Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A Ordinary Shares and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Until            , 2025 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade Class A Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This 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.

RISK FACTORS

Investing in the Class A Ordinary Shares involves a high degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Class A Ordinary Shares. We may face additional risks and uncertainties aside from the ones mentioned below. There may be risks and uncertainties that we are unaware of, or that we currently do not consider material, that may become important factors that adversely affect our business in the future. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends. In such case, the market prices of the Class A Ordinary Shares could decline and you may lose part or all of your investment.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

A decrease in consumer demand for alcoholic beverages could significantly and negatively impact our business, operations, and financial performance.

Our performance depends on consumers’ demand for our products. Various factors can cause shifts in consumer preferences, such as:

•        Changes in demographic or social trends

•        Fluctuations in discretionary income

•        Inflation-driven price changes in consumer products

•        Evolving laws, regulations, and public health policies

•        Altered leisure, dining, and beverage consumption patterns

To succeed, we must anticipate and effectively respond to these shifts. If consumer preferences move away from our products, our operations and financial results would be materially and adversely affected.

Factors that may reduce consumer demand for alcoholic beverages include:

•        Economic or geopolitical downturns affecting discretionary income

•        Declining on-premise consumption due to public health policies like smoking bans, stricter DUI laws, and COVID-19 response measures

•        Generational or demographic shifts towards alternatives such as hard seltzer, lower-calorie alcoholic beverages, and non-alcoholic options like soft drinks, sports drinks, and water

•        Increased anti-alcohol activism and negative perceptions of alcohol consumption

•        Health concerns related to alcoholic beverage consumption

•        Adverse legal and regulatory changes, like higher taxes or duties on alcohol imports or sales

Our luxury alcoholic beverage portfolio is especially vulnerable to changing economic conditions and consumer tastes, spending habits, and preferences. This could reduce sales and profitability. Unanticipated changes in demand or preference could also impair our ability to forecast production needs and adapt to shifting consumer preferences, further negatively affecting our business, operations, and financial results.

We face significant competition from an increasing number of products and market participants, which could materially and adversely affect our business, results of operations, and financial condition.

Our whisky products face competition from a wide array of both domestic and international premium whiskies, as well as from more affordably priced generic options. Additionally, they compete against other alcoholic beverages and, to a lesser extent, non-alcoholic alternatives for consumer acceptance, brand loyalty, and visibility in retail environments and restaurant alcohol lists. Marketing attention from our distributors, many of whom maintain extensive

portfolios of spirits and other beverages, further intensifies this competition. We strive to differentiate ourselves based on product taste and quality, brand image, pricing, service, and our capacity for innovation in response to evolving consumer preferences. This competitive landscape is shaped by both established players and new entrants, many of whom possess more substantial financial, technical, marketing, and distribution capabilities, as well as superior public relations resources. Consequently, we have experienced, and may continue to encounter, upward pressure on our selling, marketing, and promotional costs in light of our growth objectives. There is no guarantee that we will be able to effectively compete against our rivals in the future or that we will not face increased competition from other distilleries and beverage manufacturers.

Brand awareness and acceptance are also crucial factors in our competitive environment. Our business is substantially dependent upon the awareness and market acceptance of our whisky products and brands by our targeted consumers. Moreover, our success hinges on our independent distributors’ acceptance of our brands as having the potential to provide incremental sales growth rather than cannibalizing their existing beverage sales. The extent to which our products and brands can achieve and sustain satisfactory levels of acceptance among independent distributors, retail customers, and consumers remains to be determined. Any failure to maintain or enhance brand acceptance and market penetration could have a materially adverse impact on our revenues and overall financial performance.

We invest significant time and resources in attracting and retaining key distributors and suppliers.

Our marketing and sales strategy largely depends on the availability and performance of our independent distributors. Currently, we do not have, nor do we anticipate establishing in the future, long-term contractual commitments with our distributors. We normally enter into framework sales agreement with our distributors from time to time. During the contract term, our distributors are entitled to place purchase orders with us for each of our products at the unit price, which is typically agreed at a fixed price per bottle, set forth in the distribution agreement. Moreover, these distributors may terminate their relationship with us on short notice. It’s also important to note that some distributors handle multiple competitive products, and our products may constitute only a small part of their overall business.

Further, all of our distributors place purchase orders with us on an as-needed basis. There is no assurance that our customers will continue to place purchase orders with us in the future. In the event that any of our major distributors ceases to place purchase orders with us, reduces the amount of their purchase orders with us, or requests for more favorable terms and conditions, our business, results of operations, financial conditions and future prospects may be adversely affected.

There is no assurance that our distributors will renew the framework sales agreement with us under similar terms and conditions, nor can we guarantee that we will maintain our existing distribution relationships or successfully establish and sustain new ones in different geographic areas. Additionally, we may need to incur additional costs to attract and retain key distributors in one or more of our geographic markets to effectively exploit these markets.

The marketing efforts of our distributors are vital to our success. If our brands fail to appeal to our current distributors, or if we are unable to attract additional distributors, or if our distributors do not prioritize the marketing and promotion of our products over those of our competitors, our business, financial condition, and results of operations could be adversely affected.

In the absence of long-term supply contracts, our suppliers have the potential to reduce the quantities or priority of our orders, or to terminate sales to us due to unforeseen circumstances or factors beyond our control. While we have not historically encountered significant or prolonged challenges in procuring our products, any potential reduction in supply or loss of established supplier relationships could disrupt our procurement operations, necessitating a considerable investment of time and effort to cultivate new supply connections. However, due to the abundance of competitive suppliers, our established ad hoc procurement practice based on prevailing market conditions, and our strong market position, we believe such disruption would likely be temporary, and we would be able to find suitable suppliers in a timely manner and establish relationships with suitable replacements over time. Nevertheless, if we fail to identify suitable replacement suppliers in a timely manner or with reasonable product pricing for the type of products we specialize in selling, our operations may be disrupted, and our net revenue, gross profit margin, and results of operations may be adversely and materially impacted.

It is difficult to predict the timing and amount of our sales because our distributors and their accounts are not required to place minimum orders with us.

Our independent distributors and their accounts are not obligated to place minimum monthly or annual orders of our products. To minimize inventory costs, these distributors generally follow a “just in time” ordering approach, purchasing products from us in quantities and at times based on the specific demand in their distribution areas. For higher-demand products, a minimum par level is typically maintained in the distributors’ warehouses and reorders are only triggered when inventory falls below that level. As a result, we cannot accurately predict the timing or quantities that any of our independent distributors will purchase, nor can we be certain that they will continue to purchase our products at the same frequency and in the same quantities as they have in the past.

Moreover, our larger distributors and partners may place orders that exceed our historical order sizes. Any shortages in inventory levels, supply of raw materials, or other key supplies could have a negative impact on our ability to fulfill these larger orders, potentially affecting our business operations and customer relationships.

If we do not adequately manage our inventory levels, our operating results could be adversely affected.

We need to maintain adequate inventory levels of whisky and other alcohol beverages to be able to deliver products to distributors on a timely basis. Our inventory supply depends on our ability to accurately estimate demand for our products. However, estimating demand is inherently imprecise, particularly for new products, seasonal promotions, and new markets.

If we materially underestimate demand for our products, we might not be able to satisfy demand on a short-term basis, potentially leading to lost sales opportunities and damaged relationships with our distributors and retailers. Conversely, if we overestimate demand, we may end up with excess inventory, resulting in higher storage costs, increased trade spending, and the risk of inventory obsolescence.

Failure to properly manage our inventory to meet demand could not only damage our relationships with our distributors and retailers but also delay or lose sales opportunities, unfavorably impacting our future sales and adversely affecting our operating results. Additionally, if the inventory of our products held by our distributors and retailers is too high, they may reduce or cease placing orders for additional products, which would also unfavorably impact our sales and adversely affect our operating results.

If our inventory is lost due to theft, fire, or other damage, or becomes obsolete, our results of operations would be negatively impacted.

We expect our inventory levels to fluctuate to meet customer delivery requirements for our products. There is always a risk of loss of this inventory due to theft, fire or other damage, and any such loss, whether insured or not, could cause us to fail to meet our orders and harm our sales and operating results.

In addition, our inventory may become obsolete as we introduce new products, cease to produce old products, or modify the design of our products’ packaging, which would increase our operating losses and negatively impact our results of operations. For example, in the whisky industry, the aging process can result in losses known as the “angel’s share,” in which a portion of the liquid evaporates through the porous wood of the barrel. This natural loss, along with potential obsolescence due to changes in consumer preferences or packaging updates, can affect our inventory levels and profitability.

Our business is subject to seasonality related to sales of our products.

The whisky market experiences considerable seasonal fluctuations. Historically, a significant portion of net sales and earnings in the whisky industry occurs during the holiday season, particularly in November and December. This period is marked by increased social gatherings, family parties, and gift-giving, which drive higher demand for whisky. Additionally, the summer months, particularly June through August, also see a rise in sales due to outdoor activities and social events where whisky is a popular choice.

As a result, our operating results may fluctuate significantly from quarter to quarter, and the outcomes for any given quarter are not necessarily indicative of results for other periods. If our sales were to decline substantially below these seasonal norms for any reason, our annual revenues and earnings could be materially and adversely affected.

Our two largest customers accounted for a significant portion of our total revenue for the year ended December 31, 2024.

We derive a substantial portion of our revenue from a limited number of major customers. For the year ended December 31, 2024, our two largest customers in aggregate accounted for approximately 59.1% of our total revenue for the year, of which Customer A accounting for over 41.4% of our sales volume in 2024 and Customer B accounting for over 17.7% of our sales volume in 2024. There is no assurance that any of our major customers will renew their framework sales agreements or continue to place purchase orders with us in the future. In the event that any of our major customers ceases to place purchase orders with our Group or reduces the amount of their purchase orders with us, our business, results of operations, financial condition and future prospects may be adversely affected.

We depend on a limited number of customers for a high percentage of our revenue. If we cannot maintain our current relationships with customers, fail to sustain recurring sources of revenue with our existing customers, or if we fail to enter into new relationships, our future operating results will be adversely affected.

For the fiscal year ended December 31, 2024, revenue from our largest customer accounted for approximately over 41.4% of our sales, of which buy from us on a purchase order basis. The revenue attributable to our top customers has fluctuated in the past and may fluctuate in the future, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects. In addition, the termination of these relationships could result in a temporary or permanent loss of revenue.

Our future success depends on our ability to maintain these relationships, to increase our penetration among these existing customers and to establish new relationships. We engage in conversations with other brand owners and companies regarding potential commercial opportunities on an ongoing basis, which can be time consuming. There is no assurance that any of these conversations will result in a commercial agreement, or if an agreement is reached, that the resulting relationship will be successful. Speculation in the industry about our existing or potential commercial relationships can be a catalyst for adverse speculation about us and our products, which can adversely affect our reputation and our business. In addition, if our customers order our products but fail to pay on time or at all, our liquidity, financial condition, results of operations, cash flows and prospects could be materially and adversely affected.

Contamination of our products and/or counterfeit or confusingly similar products could harm the image and integrity of, or decrease customer support for, our brands and decrease our sales.

The success of our brands depends on consumers’ positive perceptions of them. Any contamination, whether accidental or due to the intentional actions of third parties, or other incidents that compromise the integrity or consumer support of our brands could impact product demand. Contaminants in third-party raw materials or defects in the distillation and fermentation processes could result in poor beverage quality, causing illness or injury to consumers and potentially reducing sales of the affected brand or all of our brands.

Furthermore, if third parties sell counterfeit versions of our brands or brands that closely resemble ours, consumers may confuse our products with inferior alternatives. Additionally, we have no control over the usage of our whisky products, in particular the raw cask whisky, if third parties utilize our whisky to produce counterfeit whisky products resembling other whisky brands, it could create the perception that we are complicit in these activities. This confusion may result in administrative or criminal investigations, which could further damage our reputation. Consequently, these issues could lead to consumers avoiding our brands in the future, generating negative media coverage, and ultimately harm our brand equity and adversely impacting our sales and overall business operations.

Our inability to effectively manage growth or prepare for product scalability could negatively impact our employee efficiency, product quality, working capital levels, and results of operations.

Significant market growth for our products or our expansion into new markets may require an increase in our workforce for managerial, operational, financial and other functions. During periods of growth, we may experience challenges related to our operational and financial systems and controls, including quality control and delivery and service capabilities. We will also need to continue to expand, train and manage our employee base. Future growth will place significant additional responsibilities on our management team to identify, recruit, retain, integrate and motivate new employees.

Beyond the complexities of human resource management, we may also face working capital issues. We will require increased liquidity to finance the marketing of our products and the hiring of additional staff. To manage growth effectively, we must continually improve our operational, management and financial systems and controls. Failure to do so could result in operational and financial inefficiencies that could adversely affect our profitability. We cannot guarantee that we will be able to timely and effectively meet increased demand while maintaining the quality standards expected by our existing and potential customers.

Our ability to successfully introduce new whisky products and services is uncertain.

The success of developing, launching, selling, and supporting new or enhanced whisky products or services hinges on various factors. These include the timely and efficient completion of product design, development, and approval processes, as well as the effective implementation of these offerings in the market. Since commitments for new products and services are often made well in advance of actual sales, decisions must accurately anticipate shifts in the whisky industry. There is no guarantee that we will be successful in selecting, developing and marketing new whisky products and services or in enhancing our existing offerings. A failure in this regard could have a negative impact on our business, financial condition, and results of operations.

Moreover, the introduction of new whisky products or enhancements by our competitors, or their adoption of innovative technologies, could lead to a decline in sales or a loss of market acceptance for our planned products and services. Specifically, competitors may introduce systems, products, or services that directly compete with our offerings, leveraging newer technology or pricing strategies that we cannot match. Depending on our existing customer arrangements, this could result in the loss of customers.

We may periodically face litigation specifically targeting the alcoholic beverage industry, as well as other legal actions arising in the normal course of our business.

Companies in our industry are occasionally exposed to class-action lawsuits or other private or governmental claims. These may pertain to product liability, marketing and advertising practices, distribution methods, issues related to alcohol abuse, or health concerns stemming from excessive alcohol consumption or misuse, such as underage drinking. Various groups and government agencies have occasionally voiced concerns about the harmful use of alcohol, including drinking and driving, underage drinking, and health issues related to alcohol use or misuse. Efforts have been made to link alcohol consumption to certain diseases, including various types of cancer. Such campaigns could heighten the risk of litigation against us and other industry players. In the past, lawsuits have been filed against alcoholic beverage companies alleging issues related to alcohol abuse, negative health effects, marketing or sales practices, and underage drinking. Although these lawsuits have generally been unsuccessful, future cases could potentially succeed.

In addition to industry-specific litigation, we may also be involved in other legal disputes in the ordinary course of our operations. This could include commercial disputes, enforcement actions by regulatory authorities such as tax, customs, competition, environmental, and anti-corruption agencies, or securities-related class-action lawsuits, especially following any significant drop in the value of our securities. Defending against such litigation can be costly and may result in damages, penalties, or fines, as well as reputational harm to our company and our spirits brands. It could also divert management’s attention from other business matters. Moreover, adverse judgments could lead to increased future insurance premiums, and any uninsured judgments could result in substantial financial losses, potentially having a material adverse effect on our business, results of operations, and financial condition.

Any damage to the reputation of the brands or the manufacturers of the alcoholic beverage products we sell could significantly and negatively impact our business and results of operations.

Brand prestige and reputation are crucial for the popularity and sales performance of premium alcoholic beverages. As a wholesaler specializing in these premium products, we depend on the established prestige of the brands and the reputation of the brand owners, as well as their market promotion efforts. Our focus is primarily on developing and maintaining sales channels. Consequently, our business success is heavily reliant on factors outside our control, namely the brand status and the initiatives of the brand owners.

Our lack of internal controls over financial reporting may impact the market for and price of our Class A Ordinary Shares.

Our disclosure and internal controls over financial reporting may not be effective. We may not have the financial resources or personnel to develop or implement systems that would provide us with the necessary information on a timely basis to enable us to implement financial controls. Additionally, we may face challenges in hiring and retaining a sufficient number of qualified employees on acceptable terms. As a result of these factors, we may experience difficulties in establishing management, legal, and financial controls, collecting financial data, and preparing financial statements, books of account, and corporate records that meet U.S. GAAP standards. We may also have made and may continue to make errors in the financial statements included or to be included in our public filings, such as registration statements, due to the lack of internal controls over financial reporting. If we fail to maintain an effective system of disclosure and internal controls over financial reporting, our ability to prepare timely and accurate financial statements or comply with applicable regulations could be adversely affected.

Interruptions or failures that impair access to information technology systems could adversely affect our business.

We rely on information technology systems to process, transmit, and store information related to our operations. These systems may be vulnerable to interruption due to various events beyond our control, such as natural disasters, telecommunications failures, computer viruses, hacking, and other security issues. Any significant interruptions or failures in these systems could cause disruptions in our business operations and may require substantial investments to update, remediate, or replace them with alternative systems. The costs and potential problems associated with supporting, maintaining, remediating, and upgrading our existing information technology systems, or with implementing new systems, could severely disrupt our business operations.

If we are unable to offer premium products and services at attractive prices to meet customer needs and preferences, our business, financial condition, and results of operations may be materially and adversely affected.

Our future growth depends on our ability to continue to attract new customers and increase the spending levels of existing customers. Ever-changing consumer preferences have affected and will continue to affect the Taiwanese market. We must stay abreast of emerging lifestyles and consumer preferences and anticipate product and service trends that will appeal to existing and potential future customers.

Our customers choose to purchase quality products or services from us due in part to the attractive prices and premium services that we offer, especially for limited edition products with less market availability. They may choose to shop elsewhere if we cannot match the prices, products, or services offered by our competitors. If our customers cannot find their desired products or services within our portfolio, they may stop purchasing our products or using our services, which in turn may materially and adversely affect our business, financial condition, and results of operations.

Our management team does not have any experience managing a public company.

Members of our management team do not have experience managing a publicly traded company, interacting with public company investors, or complying with the increasingly complex laws pertaining to public companies. Additionally, some members of our management team were recently hired. Our management team may not successfully or efficiently manage their new roles and responsibilities. Our transition to a public company will subject us to significant regulatory oversight and reporting obligations under the U.S. federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and operating results.

The successful implementation of our business strategies is contingent upon the capabilities of our management team.

Should our management team fail to effectively implement these strategies, our development, including the generation of revenues and our sales and marketing activities, could be materially and adversely affected. In addition, managing the budgeting, forecasting, and other process control aspects of potential future growth may present significant challenges.

We may need to augment or replace members of our management team to better align with our strategic objectives. Additionally, there is a risk that we could lose key members of our management team. In such cases, it may be difficult to attract new management talent with the requisite skills and experience, which could further impair our ability to implement our business strategies and achieve our growth objectives.

We have limited insurance coverage, which could expose us to significant costs and business disruption.

We maintain employment insurance, labor insurance, occupational accident insurance and national health insurance for our employees in accordance with applicable laws in Taiwan. However, the availability and adequacy of our insurance coverage is not guaranteed, and certain risks, such as war, force majeure, or specific business interruptions, may not be covered. Additionally, there is no assurance that we will be able to renew our current insurance policies on favorable terms when they expire, which could materially affect our business if claims are not covered or if policies cannot be renewed. It is also important to note that we do not have business disruption insurance, and any such event could lead to significant costs and divert our resources.

We face economic and political risks associated with doing business in Taiwan, particularly due to the geopolitical tension between Taiwan and PRC that could negatively affect our business and hence the value of your investment.

Our performance is affected by global economic conditions as well as geopolitical issues and other conditions with global reach. Macroeconomic weakness and uncertainty make it more difficult for us to manage our operations and accurately forecast financial result. As a result of the invasion of Ukraine by Russia, the United States, the European Union, the United Kingdom and other jurisdictions have imposed sanctions on certain Russian and Ukrainian persons and entities, including certain Russian banks, energy companies and defense companies, and have imposed restrictions on exports of various items to Russian and certain regions of Ukraine (including the self-proclaimed Donetsk People’s Republic and Luhansk People’s Republic and Crimea). Moreover, on February 22, 2022, the Office of Foreign Assets Control of the United States issued sanctions aimed at limiting Russia’s ability to raise funds through sovereign debt. Such ongoing events between Ukraine and Russia could also increase China/Taiwan political tensions and U.S./China trade and other relations. These geopolitical issues have resulted in increasing global tensions and create uncertainty for global commerce. Any or all of these factors could negatively affect demand for our products and our business, financial condition and result of operations. In addition, new requirements or restrictions could come into effect which might increase the scrutiny on our business or result in one or more of our business activities being deemed to have violated sanctions. Our business and reputation could be adversely affected if the authorities of the United Nations, the United States, the European Union, Taiwan or other jurisdictions were to determine that any of our activities constitutes a violation of the sanctions they impose or provides a basis for a sanction’s designation of us.

Our principal executive offices and substantially all of its assets are located in Taiwan, and substantially all of its revenues are derived from its operations in Taiwan. Accordingly, our business, financial condition and results of operations and the market price of our Class A Ordinary Shares may be affected by changes in Taiwan governmental policies, taxation, inflation or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan which are outside of our control. Taiwan has a unique international political status. The PRC government asserts sovereignty over the PRC and Taiwan and does not recognize the legitimacy of the government of Taiwan. The PRC government has indicated that it may use military force to gain control over Taiwan if Taiwan declares independence or if Taiwan refuses to accept the PRC’s stated “One China” policy. In addition, on March 14, 2005, the National People’s Congress of the PRC passed what is widely referred to as the “anti-secession” law, a law authorizing the PRC military to respond to efforts by Taiwan to seek formal independence. An increase in tensions between Taiwan and the PRC and the possibility of instability and uncertainty could adversely affect the prices of our securities. Relations between Taiwan and the PRC and other factors affecting Taiwan’s political environment could affect our business.

Further, our business, financial condition and results of operations and the market price of our Class A Ordinary Shares may be affected by changes in governmental policies, taxation, growth rate, inflation rate or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan. In particular, the unique political status of Taiwan and its internal political movement cause sustained tension between PRC and Taiwan. Past developments related to the interactions between PRC and Taiwan, especially in relation to trade activities such as bans on exports of goods from time to time, have on occasions depressed the transactions and business operations of certain Taiwanese companies and overall economic environment. We cannot predict whether there will be an escalation of the

tensions between PRC and Taiwan which would lead to new bans or tariffs on exports or even conflict. Any conflict which threatens the military, political or economic stability in Taiwan could have a material adverse effect on our current or future business and financial condition and results of operations.

We have engaged in transactions with related parties, and such transactions present possible conflicts of interest that could have an adverse effect on our business and results of operations.

We have entered into a number of transactions with related parties, including our significant stockholders, directors and executive officers, and their relatives. For example, we have entered into several transactions with our Chief Executive Officer and Shareholder in which Mr. Tsai Yi Yang and Ms. Lee Li Mei has or had a significant ownership interest, respectively. See “Related Party Transactions” on page 99. We may in the future enter into additional transactions with entities in which members of our board of directors and other related parties hold ownership interests.

Transactions such as loans and leases in which related parties hold ownership interests present potential conflicts of interest. The interests of the landlord entity and lender, along with their shareholders, may not align with the interests of our stockholders regarding the negotiation and certain other matters related to our lease or loan terms with that landlord entity or lender. We may have achieved more favorable terms if such transactions had not been entered into with related parties, and these transactions, individually or in the aggregate, may have an adverse effect on our business and results of operations, or may result in government enforcement actions or other litigation.

We are required to comply with extensive regulations and hold a number of permits and licenses to carry on our business in Taiwan. Our ability to obtain and maintain these regulatory approvals is uncertain, and future government regulation may place additional burdens on our efforts to import and distribute our alcoholic beverages.

We are a Taiwan-based whisky import and distribution company which is subject to extensive government regulation and supervision in Taiwan. The regulatory framework addresses all aspects of operating in the whisky distribution industry, including import, registration, production, distribution, packaging, labelling, advertising, and licensing requirements and procedures, periodic renewal and reassessment processes and compliance. Violation of applicable laws and regulations may materially and adversely affect our business. In particular, if we and our cooperators are unable to obtain or renew permits or licenses required for our operations, they will not be able to processing or distribute our whisky products and our business may be adversely affected.

The regulatory framework governing the alcoholic beverages distribution industry in Taiwan is subject to change and amendment from time to time. Any such change or amendment could materially and adversely impact our business, financial condition and prospects. The Taiwan government has introduced the Tobacco and Alcohol Administration Act and regulations in 2000, especially imposing obligations on the alcohol importers to obtain an import permit for entry of the alcoholic beverages into Taiwan in 2014. Moreover, if we are unable to maintain regulatory compliance, regulatory approval that has been obtained may be lost and the various reform initiatives could give rise to regulatory developments, such as more burdensome administrative procedures, which may have an adverse effect on our business, financial condition and prospects significantly.

For further information regarding government regulation in Taiwan and other jurisdictions, see “Regulations” for more details.

Our future success depends on our ability to attract, retain and motivate senior management.

We are highly dependent on the expertise of the members of our principal members of our management. Agencia Cayman has entered into employment agreements with our executive officers, but each of them may terminate their employment with us at any time with prior written notice. In addition, we currently do not have “key-man” insurance for any of our executive officers or other key personnel.

From time to time, there may be changes in our senior management team resulting from the hiring or departure of executives, which could disrupt our business. The loss of the services of one or more of our senior management or other key employees for any reason could adversely affect our business, financial condition and operating results and require significant amounts of time, training and resources to find suitable replacements and integrate them within our business and could affect our corporate culture. If we fail to attract new personnel or fail to retain and motivate our current personnel, it could adversely affect our business and future growth prospects.

Recruiting, retaining and motivating experienced management, sales and marketing personnel will also be critical to our success. The loss of the services of our executive officers or other key employees could impede the achievement of our development and business objectives and seriously harm our ability to successfully implement our business strategy. Further, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully develop the mutual trust with the suppliers. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate these key personnel on acceptable terms given the competition among numerous alcoholic beverages distribution companies for similar personnel. In addition, our management will be required to devote significant time to compliance initiatives from our status as a public company, which may require us to recruit more management personnel.

We are subject to risks relating to our leased properties.

We lease certain real properties in Taiwan from our founder, chairman and chief executive officer, Mr. Tsai Yi Yang, and the mother of Mr. Tsai, Ms. Lee Li Mei, primarily as office space and operation facilities. We may become involved in disputes with the property owners or any third parties who otherwise have rights to or interests in our leased properties. We can provide no assurance that we will be able to find suitable replacement sites on terms acceptable to us on a timely basis, or at all, or that we will not be subject to material liability resulting from third parties’ challenges on our use of such properties. If any of our leases is terminated as a result of challenges by third parties or governmental authorities for lack of title certificates or proof of authorization to lease, we do not expect to be subject to any fines or penalties, but we may be forced to relocate the affected offices, stores or warehouses and incur additional expenses relating to such relocation. We cannot guarantee that suitable alternative locations are readily available on commercially reasonable terms, or at all, and if we fail to relocate our operations in a timely manner, our business, financial condition and results of operations may be materially and adversely affected.

Our employees, collaborators and contract manufacturers may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements, which could cause significant liability for us and harm our reputation.

We are exposed to the risk that our employees, collaborators and contract manufacturers may engage in fraud or other misconduct, including intentional failures to comply with the alcohol administration laws and regulations in Taiwan or similar regulations of comparable regulatory authorities, or to comply with manufacturing standards we have established. Such misconduct could result in regulatory sanctions and serious harm to our reputation. It is not always possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws, standards or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, financial condition and results of operations, including the imposition of significant fines or other sanctions.

The tax laws of the jurisdictions in which we operate may adversely affect our business and our tax results.

The tax laws applicable to our business activities are subject to change and uncertain interpretation. Our tax position could be adversely impacted by changes in tax rates, laws, practices, treaties or regulations or changes in the interpretation thereof by the authorities in jurisdictions in which we do business.

Moreover, we conduct operations through our subsidiaries in various tax jurisdictions pursuant to transfer pricing arrangements between us and our subsidiaries. While we believe that we operate in compliance with applicable transfer pricing laws and intend to continue to do so, our transfer pricing procedures are not binding on applicable tax authorities. If tax authorities in any jurisdiction in which we operate were to successfully challenge our transfer prices as not reflecting arms’ length transactions, they could require us to adjust our transfer prices and thereby reallocate our income to reflect these revised transfer prices, which could result in a higher tax liability to us. Furthermore, a tax authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions. Such circumstances could adversely affect our financial condition, results of operations and cash flows.

Although the audit report included in this prospectus is issued by an independent registered public accounting firm that is subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB, and has been inspected by the PCAOB on a regular basis, there is no guarantee that future audit reports will be prepared by auditors or their international affiliates in jurisdictions where the PCAOB is able to fully inspect their work, and as such, future investors may be deprived of such inspections, which could result in limitations or restrictions to our access of the U.S. capital markets.

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 having substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

On May 20, 2020, the U.S. Senate passed the HFCAA requiring a foreign company to certify 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 from trading on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into law. On March 28, 2021, the SEC issued interim measures implementing the HFCAA which became effective on May 5, 2021. On December 2, 2021, the SEC adopted final amendments implementing congressionally mandated submission and disclosure requirements of the HFCAA, which sent into effect on January 10, 2022. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act. The bill, which was enacted, shortened the three-consecutive-year compliance period under the HFCAA to two consecutive years. As a result, the time period before our Class A Ordinary Shares may be prohibited from trading or delisted will be reduced. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the 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.

Inspections of an independent registered public accounting firm conducted by the PCAOB outside China have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act, or HFCAA, all call for additional and more stringent criteria to be applied to emerging market companies, including companies based in China, upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the PRC Ministry of Finance, which was the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in China and Hong Kong completely, consistent with U.S. Law. On December 15, 2022, the PCAOB determined that it was able to secure complete access to inspect and investigate registered public accounting firms headquartered in China and Hong Kong and vacated 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 may consider the need to issue a new determination. On December 29, 2022, the Accelerating HFCAA was signed into law, which amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

Our auditor, Enrome LLP, headquartered in Singapore, is independent registered public accounting firms with the PCAOB, are required under the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. Therefore, it is not subject to the determinations announced by the PCAOB on December 16, 2021 as it is not on the list published by the PCAOB. However, due to the recent developments in connection with the implementation of the HFCAA, we still cannot assure you whether the SEC, Nasdaq or other regulatory authorities would apply additional and more stringent criteria to

us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our combined financial statements. The requirement in the Accelerating HFCAA that the PCAOB be permitted to inspect the issuer’s public accounting firm within two years, may result in our delisting in the future if the PCAOB is unable to inspect our accounting firm at such future time.

Our Taiwan Operating Subsidiary is subject to restrictions on paying dividend or making other payments to us, which may restrict our ability to satisfy its liquidity requirements.

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands structured as a holding company, we may need dividends and other distributions on equity from our Taiwan subsidiary to satisfy our liquidity requirements. Current Taiwan regulations permit our Taiwan subsidiary to pay dividends to its shareholders only out of its accumulated profits, if any, which shall first make up previous losses and set aside at least 10% of its accumulated profits as statutory reserve each year. These reserves are not distributable as cash dividends. Furthermore, if our Taiwan subsidiary incur debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Any limitation on the ability of our Taiwan subsidiary to distribute dividends or to make payments to us may restrict our ability to satisfy our liquidity requirements. In addition, the dividend payments by our Taiwan subsidiary to us shall be subject to the withholding tax of 21% since Taiwan does not have a tax treaty with BVI or the Cayman Islands.

Taiwan laws and regulations of loans to and direct investment in Taiwan entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional contributions to our Operating Subsidiary, which could materially and adversely affect our ability to fund and expand our business.

We are an offshore holding company conducting our operations substantially in Taiwan through our Taiwan Operating Subsidiary. We may make loans to our Taiwan Operating Subsidiary, or we may make additional capital contributions to our Taiwan Operating Subsidiary, or we may establish new Taiwan subsidiaries and make capital contributions to these new Taiwan subsidiaries, or we may acquire offshore entities with business operations in Taiwan in an offshore transaction.

Most of these ways are subject to Taiwan foreign investment regulations and approvals or registration. For example, investment, including lending long-term loans, in Taiwan entities require Foreign Investment Approval from the Department of Investment Review, Ministry of Economic Affairs. Furthermore, foreign entities are restricted or prohibited from investing in some industries which are relating to national security or public order, as specified in the negative list provided by Taiwan authority, such as military-related chemical products, firearms, transportation and mass media.

Our Taiwan Operating Subsidiary is subject to foreign exchange control imposed by Taiwan authorities, which may affect the paying dividends, repatriating the interest or making other payments to us.

Currently Taiwan regulates only those foreign exchange transactions that involve the conversion of the NTD into foreign currencies. Pursuant to the relevant provisions of Taiwan Foreign Exchange Control Act, foreign exchange transactions of a value of NTD 500,000 or more shall be declared to the Central Bank of the Republic of China (Taiwan) (“Taiwan CBC”). Further, for a remittance by a Taiwan company or a Taiwan branch of a foreign company as follows, relevant testimonials shall be submitted and such remittance shall be subject to the reporting to and/or approval of the Taiwan CBC: (i) a single remittance of an amount of U.S.$1 million or more; or (ii) annual accumulated settlement amount of foreign exchange purchased or sold has exceeded U.S.$100 million. Nevertheless, Taiwan government may impose further foreign exchange restrictions in certain emergency situations, where Taiwan government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in Taiwan. If the dividend payments or other payments by our Taiwan Operating Subsidiary to us involves the currency conversion from New Taiwan Dollar to U.S. Dollar, such conversion would be subject to the foregoing foreign exchange control imposed by Taiwan authority. Under certain circumstances as prescribed by the relevant Taiwan regulations, documentary evidence of such foreign exchange transactions shall be presented and such transactions shall be conducted at designated foreign exchange banks in Taiwan which have the licenses to carry out foreign exchange business. However, there is no assurance that these foreign exchange regulations will remain unchanged in the future. If the relevant Taiwan regulations change in the future and any required approval is not

obtained, our Taiwan Operating Subsidiary’s ability to make payments to us in foreign currency may be restricted, and our capital expenditure plans, business, operating results and financial condition may be materially and adversely affected.

Foreign exchange transactions for non-trade-related purposes or exceeding the applicable annual quota threshold would require special approval from Taiwan CBC, which will be at the discretion of and considered by Taiwan CBC on a case-by-case basis. Additionally, we may provide loans to our Taiwan Operating Subsidiary. If the term of the loan provided by us to our Taiwan Operating Subsidiary is one year or more, we shall obtain prior approval from the competent authorities before the loan can be remitted into Taiwan so that the Taiwan Operating Subsidiary could obtain the prior approval from the competent authorities for the conversion of the shareholders’ loan into equity and our Taiwan Operating Subsidiary shall file a declaration of foreign debt to the competent authority when the loan is remitted into Taiwan to facilitate the repayment of loan in foreign currency. We cannot assure you that the Taiwan government will not intervene in such transactions or impose restrictions on the ability of us and our subsidiaries to transfer cash.

Our business may be exposed to foreign exchange risks.

We distribute our whisky products in Taiwan and sourcing the bottled whisky and raw cask whisky in multiple jurisdictions and thus we have expenses denominated in local currencies in multiple jurisdictions. As a result, we are exposed to foreign currency exchange risk, as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates. In accordance with our business decisions, our exposure to this type of risk could change depending on:

•        the currencies chosen when agreements are signed, such as licensing agreements, or co-marketing agreements; and

•        our policy for insurance coverage.

Should any of these risks materialize, this could have a material adverse effect on our business, prospects, financial condition and results of operations.

In addition, our business is conducted in Taiwan, and our books and records are maintained in NTD. The combined financial statements that we file with the SEC and provide to our shareholders are presented in U.S. dollars. Changes in the exchange rates between NTD and U.S. dollars affect the value of our assets and the results of our operations, when presented in U.S. dollars. The value of NTD against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the Taiwan’s political and economic conditions and perceived changes in the economy of Taiwan and the United States. Any significant revaluation of NTD may materially and adversely affect our cash flows, revenue, and financial condition. Further, our Class A Ordinary Shares offered by this prospectus are offered in U.S. dollars, we will need to convert the net proceeds we receive into NTD or other currencies in order to use the funds for our business. Changes in the conversion rate among the U.S. dollar, NTD and other currencies will affect the amount of proceeds we will have available for our business.

As of the date of this prospectus, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into more hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by local exchange control regulations that restrict our ability to convert NTD into foreign currencies. See “— Our Taiwan Operating Subsidiary is subject to restrictions on paying dividend or making other payments to us, which may restrict our ability to satisfy its liquidity requirements.” As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

RISKS RELATED TO OUR DEPENDENCE ON THIRD PARTIES

Our business is highly dependent on third-party distributors for selling our products to various accounts such as retailers, restaurants, bars, hotels, casinos, and entertainment venues.

As we expand our wholesale distribution network, we expect that sales to distributors will represent an increasing portion of our future net sales. However, industry consolidation or the loss of a major distributor could have a material adverse effect on our business, financial condition and results of operations.

Our distributors also carry competing brands, including larger national and international brands. Their relationships with these competitors could influence their commitment to our products. If our independent distributors rely on a major competitor for a significant portion of their sales, they may be inclined to favor that relationship. There can be no assurance that our distributors will continue to effectively market and distribute our products in the future.

The loss of a distributor or the failure to promptly replace an underperforming distributor could impede our growth and have a material adverse effect on our business. Expanding our distribution network into new states where we do not currently have a presence may also present challenges. In addition, as we seek to increase our market share in existing markets or enter new markets, there can be no assurance that we will be successful in attracting new distributors.

The purchasing decisions of wholesalers, retailers and consumers are influenced by the perceived overall value of our products compared to competitive products, taking into account both quality and price. Unit and dollar sales may also be affected by pricing, purchasing, financing, operating, advertising or promotional decisions made by wholesalers, state and provincial government agencies and retailers. These decisions may affect the supply of, or consumer demand for, our products. In addition, we may experience higher than expected selling, general and administrative expenses if we need to increase personnel or advertising and marketing expenditures to maintain our competitive position.

Substantial disruption to operations at our warehouses or distribution facilities, or at facilities with which we contract or partner, could occur.

A disruption in the operation of our warehouses or third-party facilities could have a material adverse effect on our business. In addition, a disruption could occur at any of our other facilities or those of our suppliers, bottlers, co-packers or distributors. The disruption could occur for a variety of reasons, including full production schedules at partner facilities, fire, natural disasters, adverse weather conditions, water shortages, manufacturing problems, disease outbreaks, labor strikes, transportation or supply chain disruptions, government regulations, cybersecurity attacks or acts of terrorism.

Alternative facilities with sufficient capacity or capabilities may not be readily available, may be significantly more expensive, or may take a significant amount of time to become operational. Any of these scenarios could adversely affect our business and financial performance.

Disruptions within our supply chain, contract manufacturing, or distribution channels could have an adverse effect on our business, financial condition, and results of operations.

The prices of packaging materials, glass bottles, and other containers fluctuate depending on market conditions, governmental actions, and other factors beyond our control, including the COVID-19 pandemic. Substantial increases in the prices of these items, to the extent they cannot be recouped through increases in the prices of our finished whisky products, could increase our operating costs and reduce our profitability.

Increases in the prices of our finished products resulting from a higher cost of packaging materials, glass bottles, and other containers could affect affordability in some markets and reduce our sales. Additionally, some of our packaging containers, such as glass bottles, are available from a limited number of suppliers. We and our suppliers and co-packers may not be able to maintain favorable arrangements and relationships with these suppliers, and our contingency plans may not be effective in preventing disruptions that may arise from shortages of any packaging materials or containers that are available from a limited number of suppliers.

Events such as natural disasters, widespread outbreaks of infectious diseases (such as the COVID-19 pandemic), power outages, labor strikes, political uncertainties, or governmental instability could impact the supply chain and distribution channels of our contracted manufacturers or suppliers. An increase in the cost, sustained disruption in supply or shortage of glass bottles and other containers that may be caused by changes in or the enactment of new laws and regulations, a deterioration in our relationships with suppliers, supplier quality and reliability issues; trade disruptions; changes in the supply chain; or increases in tariffs, could negatively impact our net operating revenues and profits.

We rely on the alcohol product brands’ marketing materials when promoting our products.

We have limited influence over the promotional materials utilized by alcoholic beverage manufacturers, which may not consistently reflect our branding or values. This lack of control can hinder our ability to differentiate our products from similar offerings by competing wholesalers representing the same brands, potentially leaving consumers without a compelling reason to choose our products over others. Consequently, our success in promoting our offerings is heavily reliant on the effectiveness of the manufacturers’ marketing initiatives. If these efforts fall short, it could adversely affect our operational outcomes.

We expect to seek to establish collaborations and, if we are not able to establish them on commercially reasonable terms, we may have to alter our development plans.

We may form or seek strategic alliances, create collaborations, or enter into licensing arrangements with third parties that we believe will complement or augment our development efforts with respect to our cask-to-bottle and distribution business. Any of these relationships may require us to incur recurring or non-recurring expenses and other charges, increase our near and long-term expenditures, or disrupt our management and business.

If we are unable to enter into agreements with suitable collaborators on a timely basis, on acceptable terms or at all, we may require more time to process, repackage and bottle our proprietary brand whisky, reduce or delay its distribution, reduce the scope of our sales and marketing activities or increase our expenses and incur storage or transportation costs at our own expense. If we choose to seek another manufacturer to process our whisky products, we may need to obtain additional capital, which may not be available to us on acceptable terms or at all. If we do not enter into collaborations and do not have sufficient funds or expertise to perform the necessary bottling and packaging activities, we may not be able to deliver to our customers in a timely manner and generate product sales, which would harm our business, financial condition, results of operations and prospects.

RISKS RELATED TO OUR INTELLECTUAL PROPERTY

If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our competitive position may be adversely affected.

We may not be able to obtain trademark protection in territories that we consider of significant importance to us. In addition, any of our trademarks or trade names, whether registered or unregistered, may be challenged, opposed, infringed, cancelled, circumvented or declared generic, or determined to be infringing on other marks, as applicable. We may not be able to protect our rights to these trademarks and trade names, which we will need to build name recognition by potential collaborators or customers in our markets of interest. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected.

We expect to rely on trademarks as one means to distinguish any of our whisky products from the products of our competitors. Once we select trademarks and apply to register them, our trademark applications may not be approved. Third parties may oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could require us to devote resources to advertising and marketing new brands. Our competitors may infringe our trademarks and we may not have adequate resources to enforce our trademarks.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We rely upon unpatented trade secrets and know-how to develop and maintain our competitive position. We seek to protect this trade secret and confidential information, in part, by entering into non-disclosure and confidentiality agreements with parties that have access to them, such as our employees, collaborators and other third parties.

However, any of these parties may breach such agreements and disclose our proprietary information, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us and our

competitive position would be harmed. In addition, we face the risk of cybercrime. For instance, someone could hack our information networks and gain illicit access to our proprietary information, including our trade secrets. Even if we are successful in prosecuting such claims, any remedy awarded may be insufficient to fully compensate us for the improper disclosure or misappropriation.

RISKS RELATED TO OUR CLASS A ORDINARY SHARES AND THIS OFFERING

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

We plan to list our Class A Ordinary Shares on the Nasdaq Capital Market. Prior to the completion of this offering, there has been no public market for our Class A Ordinary Shares, and we cannot assure you that a liquid public market for our Class A Ordinary Shares will develop. If an active public market for our Class A Ordinary Shares does not develop following the completion of this offering, the market price and liquidity of our Class A Ordinary Shares may be materially and adversely affected. The initial public offering price for our Class A Ordinary Shares will be determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of our Class A Ordinary Shares after this offering will not decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their investment.

The trading price of our Class A Ordinary Shares is likely to be volatile, which could result in substantial losses to investors.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

Moreover, the volatility and fluctuation of the trading price of our Class A Ordinary Shares may happen because of broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in Taiwan that have listed their securities in the U.S. A number of Taiwan companies have listed or are in the process of listing their securities on U.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with their initial public offerings. The trading performances of these Taiwan companies’ securities after their offerings may affect the attitudes of investors toward Taiwan companies listed in the U.S. in general and consequently may impact the trading performance of our Class A Ordinary Shares, regardless of our actual operating performance.

In addition to market and industry factors, the price and trading volume for our Class A Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

•        variations in our income, earnings and cash flow;

•        announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

•        announcements of new services and expansions by us or our competitors;

•        changes in financial estimates by securities analysts;

•        detrimental adverse publicity about us, our services or our industry;

•        additions or departures of key personnel;

•        release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

•        potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will trade. Furthermore, the stock market in general experiences price and volume fluctuations that are often unrelated or disproportionate to the operating performance of companies like us. These broad market and industry fluctuations may adversely affect the market price of our Class A Ordinary Shares.

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

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. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Ordinary Shares, the market price for our Class A Ordinary Shares and trading volume could decline.

The trading market for our Class A Ordinary Shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our Class A Ordinary Shares, the market price for our Class A Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Class A Ordinary Shares to decline.

We have broad discretion to determine how to use the net proceeds from this offering and may use them in ways that may not enhance our results of operations or the price of the Class A Ordinary Shares.

Although we currently intend to use the net proceeds from this offering in the manner described in the section titled “Use of Proceeds” in this prospectus, our management will have broad discretion over the use of net proceeds from this offering, and we could spend the net proceeds from this offering in ways the holders of the Class A Ordinary Shares may not agree with or that do not yield a favorable return. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, our use of these proceeds may differ substantially from our current plans. The failure by our management to apply these funds effectively could have a material adverse effect on our business, financial condition and results of operation. You will not have the opportunity, as part of your investment decision, to assess whether the net proceeds from this offering are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering.

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

Sales of substantial amounts of our Class A Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. The Class A Ordinary

Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. There will be [19,614,000] Class A Ordinary Shares outstanding immediately after this offering, or [19,876,500] Class A Ordinary Shares if the underwriters exercise their option to purchase additional Class A Ordinary Shares in full. In connection with this offering, our directors and officers and holders of more than 5% of our outstanding shares as of the effective date of this registration statement will enter into customary lock-up agreements in favor of the underwriters for a period of six (6) months from the date of this offering. We have agreed with the underwriters that, for a period of three (3) months from the closing of this offering, we and any successors of us will not (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of us or any securities convertible into or exercisable or exchangeable for shares of capital stock of us; (b) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock; or (c) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our capital stock, whether any such transaction described in clause (a), (b) or (c) above is to be settled by delivery of shares of our capital stock or such other securities, in cash or otherwise. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

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

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

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

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

If you purchase Class A Ordinary Shares in this offering, you will pay more for each Class A Ordinary Share than the corresponding amount paid by existing shareholders for their ordinary shares. As a result, you will experience immediate and substantial dilution of approximately US$4.50 per Class A Ordinary Share. This number represents the difference between (1) our pro forma as adjusted net tangible book value per Class A Ordinary Share of US$0.50 as of December 31, 2024, after giving effect to this offering and (2) the assumed initial public offering price of US$5.00 per Class A Ordinary Share, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus. See “Dilution” for a more complete description of how the value of your investment in our Class A Ordinary Shares will be diluted upon the completion of this offering.

We may use these proceeds in ways with which you may not agree.

Our management will have considerable discretion in deciding how to apply these proceeds. You will not have the opportunity to assess whether the proceeds are being used appropriately before you make your investment decision. You must rely on the judgment of our management regarding the application of the net proceeds of this offering.

We cannot assure you that the net proceeds will be used in a manner that will improve our results of operations or increase our Class A Ordinary Share price, nor that these net proceeds will be placed only in investments that generate income or appreciate in value.

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

We will be classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year if either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “asset test”). We will be treated as owning our proportionate share of the assets and earnings of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock. Based upon our current and expected income and assets, including goodwill and other unbooked intangibles not reflected on our balance sheet (taking into account the expected proceeds from this offering) and projections as to the market price of our Class A Ordinary Shares immediately following the offering, we do not expect to be classified as a PFIC for the current taxable year or the foreseeable future.

While we do not expect to be classified as a PFIC, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to be classified as a PFIC for the current or subsequent taxable years. The determination of whether we will be classified as a PFIC will also depend, in part, on the composition of our income and assets. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. It is also possible that the U.S. Internal Revenue Service, or the IRS could challenge our classification of certain income and assets as non-passive, which could result in our company being or becoming a PFIC for the current or future taxable years. Because PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

If we are a PFIC in any taxable year, a U.S. Holder (as defined in “Taxation — U.S. Federal Income Tax Considerations”) may incur significantly increased U.S. income tax on gain recognized on the sale or other disposition of the Class A Ordinary Shares and on the receipt of distributions on the Class A Ordinary Shares to the extent such distribution is treated as an “excess distribution” under the U.S. federal income tax rules, and such U.S. Holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares, unless we were to cease to be a PFIC and the U.S. Holder were to make a “deemed sale” election with respect to the Class A Ordinary Shares. For more information see “Taxation — U.S. Federal Income Tax Considerations — PFIC Rules.”

Our post-offering amended and restated memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our Class A Ordinary Shares.

We will adopt a post-offering amended and restated memorandum and articles of association that will become effective immediately prior to the completion of this offering. Our post-offering amended and restated memorandum and articles of association will contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our Company in a tender offer or similar transaction. Our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our Class A Ordinary Shares. Class B Ordinary Shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue Class B Ordinary Shares, the price of our Class A Ordinary Shares may fall and the voting and other rights of the holders of our Class A Ordinary Shares may be materially and adversely affected.

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

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs will be governed by our post-offering amended and restated memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands 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 responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the Cayman Islands has a less developed body of securities laws than the U.S. Some U.S. 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 U.S.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but we are otherwise 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.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. Currently, we plan to rely on home country practice with respect to any corporate governance matter and, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

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, members of the board of directors or Controlling Shareholder than they would as public shareholders of a company incorporated in the U.S. For a discussion of significant differences between the provisions of the Companies Act (Revised) of the Cayman Islands and the laws applicable to companies incorporated in the U.S. and their shareholders, see “Description of Share Capital — Differences in Corporate Law.”

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

We are a Cayman Islands company and substantially all of our assets are located outside of the U.S. Substantially all of our current operations are conducted in Taiwan. In addition, some of our current directors and officers, in particular, Mr. Tsai Yi Yang, Mr. Wong Man Ue, Nick and Ms. Lee Su-Jung, are nationals and residents of countries and regions other than the U.S. Substantially all of the assets of these persons are located outside the U.S. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the U.S. 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 and Taiwan may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, Taiwan, and Hong Kong, see “Enforcement of Civil Liabilities”.

We will incur increased costs as a result of being a public company.

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the Nasdaq, impose various requirements on the corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. For example, we expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In 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 our 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.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

Upon completion of this offering, we will be a publicly listed company in the United States. As a publicly listed company, we will be required to file annual reports with the Securities and Exchange Commission. In some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that some of our competitors are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of 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 United States domestic public companies.

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

•        the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

•        the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

•        the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

•        the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

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 publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the Nasdaq. 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 than 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.

We are a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

Following this offering of our Class A Ordinary Shares, our Controlling Shareholders through Ping Shiang Business Ltd will continue to own more than a majority of the voting power of our outstanding Ordinary Shares. Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. Currently, we do not plan to utilize the exemptions available for controlled company after we complete this offering but may rely on the exemption available for foreign private issuers to follow our home country governance practices instead. Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed a “controlled company”, we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a “controlled company” and during any transition period following a time when we are no longer a “controlled company”, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Regulations.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

•        our goals and strategies;

•        our future business development, financial condition and results of operations;

•        the expected growth of the whisky distribution industry;

•        our expectations regarding demand for and market acceptance of our products and services;

•        our expectations regarding our bases of customers;

•        our plans to invest in our products and services;

•        competition in our industry; and

•        relevant government policies and regulations relating to our industry.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should thoroughly read this prospectus and the documents that we refer to herein with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The whisky distribution industry may not grow at the rate projected by market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Class A Ordinary Shares. In addition, the competitive and rapidly changing nature of the whisky distribution industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our industry. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$[6.83] million, or approximately US$[8.04] million if the underwriters exercise their over-allotment option in full, after deducting underwriting discounts and the estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of US$[5.00] per Class A Ordinary Share, the midpoint of the price range shown on the front cover page of this prospectus. A US$1.00 increase (decrease) in the assumed initial public offering price of US$[5.00] per Class A Ordinary Share would increase (decrease) the net proceeds to us from this offering by US$[1.61] million, assuming the underwriters do not exercise their over-allotment option to purchase additional Class A Ordinary Shares and the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

The net proceeds from this offering will be used strategically to (i) expand our supplier network by partnering with reputable whisky distilleries, allowing us to diversify and enhance our product portfolio, (ii) increase our bottling and packaging capacity for our proprietary brand whisky products, (iii) enhance our warehouse facilities and strengthen our inventory capacity in response to growing market demand, and (iv) implement strategic marketing initiatives aimed at driving growth, as well as to expand our sales team and strengthen our market presence in both existing and new geographical regions, including Japan, Hong Kong, Singapore, Malaysia, and other Asia-Pacific countries. Assuming the gross proceeds to be US$[8.75] million, we plan to use the net proceeds from this offering as follows:

•        approximately [30]% or US$[2.05] million to expand our supplier network by partnering with reputable whisky distilleries, allowing us to diversify and enhance our product portfolio;

•        approximately [30]% or US$[2.05] million to increase our bottling and packaging capacity for our proprietary brand whisky products;

•        approximately [15]% or US$[1.02] million to enhance our warehouse facilities and strengthen our inventory capacity in response to growing market demand;

•        approximately [15]% or US$[1.02] million to implement strategic marketing initiatives aimed at driving growth, as well as to expand our sales team and strengthen our market presence in both existing and new geographical regions, including Japan, Hong Kong, Singapore, Malaysia, and other Asia-Pacific countries; and

•        approximately [10]% or US$[0.69] million for general corporate purposes.

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 will have flexibility and discretion in the application of net proceeds from this offering, and investors will be relying on the judgment of our management regarding the use of these net proceeds. See “Risk Factors — Risks Related to Our Class A Ordinary Shares and this Offering — We have broad discretion to determine how to use the net proceeds from this offering and may use them in ways that may not enhance our results of operations or the price of the Class A Ordinary Shares.” Given the various factors that influence whisky distribution, including seasonal demand fluctuations, market trends and evolving consumer preferences, we cannot currently predict the extent of growth we will achieve with the net proceeds from this offering. The amount and timing of our actual expenditures may vary significantly based on numerous factors, including changes in market conditions, operating costs and channel performance. If unforeseen circumstances arise or business conditions change, we may allocate the proceeds of this offering differently than described in this prospectus.

DIVIDEND POLICY

Our board of directors has discretion on whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our Company may only pay dividends out of profits or share premium, and provided always that we are able to pay our debts as they become due in the ordinary course of business. Subject to the laws of the Cayman Islands and our post-offering amended and restated memorandum and articles of association, holders of our Class A Ordinary Shares are entitled to receive such dividends as may be declared by our board of directors. In contrast, holders of our Class B Ordinary Shares will not be entitled to any dividends nor distributions of our Company’s assets in the event of winding up of our Company. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

We have never declared or paid dividends on our Ordinary Shares. We do not have any present plan to declare any cash dividends on our Ordinary Shares in the foreseeable future after this offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and grow our business.

We are a holding company incorporated in the Cayman Islands. We have not received and do not have any present plan to receive dividends paid by our BVI and Taiwan subsidiaries, but we have discretion as to whether such dividends are paid, subject to applicable statutory and contractual restrictions, including Taiwan regulations which may govern the ability of our Taiwan subsidiary to pay dividends to us.

CAPITALIZATION

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

•        on an actual basis;

•        on a pro forma basis to reflect (i) allotment of 116 Class A Ordinary Shares to four pre-IPO investors at a consideration of US$1,085,760 on May 28, 2025; (ii) a 25,000 to 1 share split/share subdivision on June 24, 2025; (iii) issuance of 2,464,000 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares in proportion to all existing shareholders on June 24, 2025, with a par value of US$0.00004 per share.

•        on a pro forma as adjusted basis to reflect the issuance and sale of [1,750,000] Class A Ordinary Shares in this offering at an assumed initial public offering price of US$[5.00] per Class A Ordinary Share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, assuming the underwriters do not exercise the over-allotment option.

You should read this table together with the combined financial statements and related notes, and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included in this prospectus.

____________

*       Retrospectively restated for effect of share split/share subdivision.

(1)      Reflects (i) the allotment of 116 Class A Ordinary Shares to four pre-IPO investors on May 28, 2025, for a total consideration of US$1,085,760; (ii) a 25,000-for-1 share split/share subdivision effected by the Company on June 24, 2025; and (iii) the issuance, on June 24, 2025, of 2,464,000 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares, distributed proportionately to all existing shareholders, at a par value of US$0.00004 per share. Immediately following such issuance, the Company had a total of 17,864,000 Class A Ordinary Shares and 14,500,000 Class B Ordinary Shares issued and outstanding, each with a par value of US$0.00004. For further details regarding our share capital and corporate structure, please refer to the section titled “Corporate History and Structure” of this prospectus.

(2)      Reflects, in addition to the adjustments on a pro forma basis, the sale of Ordinary Shares in this Offering (excluding any Ordinary Shares that may be sold pursuant to the over-allotment option) at an assumed initial public offering price of US$[5.00] per share, and after deducting the estimated underwriting discounts, non-accountable expense allowance, and the estimated offering expenses (including accountable expenses) payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this Offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, non-accountable expense allowance, and the estimated offering expenses (including accountable expenses) payable by us. We estimate that such net proceeds will be approximately US$[6.83] million.

DILUTION

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

As of December 31, 2024, our net tangible book value was approximately US$1.75 million, or US$0.14 per Class A Ordinary Share. Our Class B Ordinary Shares do not carry any rights to dividend distributions or to distributions upon winding up. Net tangible book value represents the total amount of our consolidated tangible assets, less our total consolidated liabilities. Dilution represents the difference between the assumed initial public offering price of US$[5.00] per Class A Ordinary Share and the net tangible book value per Class A Ordinary Share on a pro forma as adjusted basis. The pro forma as adjusted net tangible book value reflects the additional proceeds we expect to receive from this offering, after deducting underwriting discounts, non-accountable expense allowance, and the estimated offering expenses (including accountable expenses) payable by us.

After giving effect to the sale of [1,750,000] Class A Ordinary Shares in this offering, and excluding any Class A Ordinary Shares that may be issued upon the exercise of the over-allotment option, and assuming an initial public offering price of US$[5.00] per Class A Ordinary Share, which represents the midpoint of the estimated price range, and after deducting underwriting discounts, non-accountable expense allowance, and the estimated offering expenses (including accountable expenses) payable by us, our pro form as adjusted net tangible book value as of December 31, 2024 would have been approximately US$[9.81] million, or US$[0.50] per Class A Ordinary Share. This would represent an immediate increase in net tangible book value of US$[0.34] per Class A Ordinary Share to our existing shareholders, and an immediate dilution of US$[4.50] per Class A Ordinary Share to investors purchasing Class A Ordinary Shares in this offering.

The following table illustrates such dilution:

A US$1.00 change in the assumed public offering price of US$[5.00] per Class A Ordinary Share would increase (decrease), in the case of an increase (decrease), our pro forma as adjusted net tangible book value by approximately US$[1.61] million, our pro forma as adjusted net tangible book value per Class A Ordinary Share by US$[0.08] per Class A Ordinary Share and the dilution in pro forma as adjusted net tangible book value per Class A Ordinary Share to new investors in this offering by US$[0.92] per Class A Ordinary Share, assuming no change to the number of Class A Ordinary Shares offered by us as set forth on the cover page of this prospectus, and deducting underwriting discounts, non-accountable expense allowance, and the estimated offering expenses (including accountable expenses) payable by us.

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 combined 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

We, through our Operating Subsidiary, are primarily engaged in trading of whisky products, including procurement, distribution, and sale in both Taiwan and international markets. Through the Operating Subsidiary, we import and sell a broad range of premium whisky products, which comes from countries/regions such as Scotland.

Beginning in 2025, we ventured into brand-authorized bottling, packaging, and sales, marking a significant diversification of our business model. Under this new approach, we obtain brand licenses from renowned whisky brands, allowing us to source raw cask whisky directly from their distilleries. We then conduct the bottling and packaging operations in Taiwan, leveraging the expertise of local contract manufacturers. This brand-authorized model enables us to collaborate closely with prestigious whisky brands, fostering strong partnerships and ensuring adherence to their stringent quality standards. By directly sourcing raw cask whisky from the brand owners and carrying out the bottling and packaging processes in Taiwan, we can offer a seamless end-to-end solution while maintaining control over the supply chain and product quality.

The following discussion and analysis of our financial condition and results of operations are prepared based on the financial data which is derived from our audited combined financial statements for the years ended December 31, 2024 and 2023, included in this prospectus.

Our financial performance for the year ended December 31, 2024, demonstrated significant growth compared to the previous year. Revenue increased substantially from US$887,310 in 2023 to US$2,537,743 in 2024, representing a year-over-year growth of approximately 186%. This substantial revenue growth was primarily driven by strong demand for our whisky products, specifically through our two main offerings: raw cask whisky sales and bottled whisky sales. It was also fueled by our successful strategies to enhance capabilities, including strengthening brand recognition, improving customer experience, and expanding product offerings to meet diverse consumer preferences.

Consistent with the robust revenue growth, our net income also witnessed a remarkable increase, rising from US$239,288 in 2023 to US$779,278 in 2024, a year-over-year growth of approximately 226%. The significant increase in net income can be attributed to our effective cost management strategies and operational efficiencies, which allowed it to leverage the higher revenue while maintaining a disciplined approach to expenses.

Our financial condition and results of operations for the year ended December 31, 2024, reflect our strong market position, effective execution of growth strategies, and efficient management of resources. These factors have positioned us favorably for continued growth and profitability in the future.

Key Factors Affecting Our RESULTS OF OPERATIONS

The key factors that we believe affect our financial condition and results of operations are discussed below.

Market Demand and Customer Preferences

Our revenue is directly tied to the demand for whisky products in both domestic and international markets. Changes in consumer preferences, such as shifts toward premium or craft spirits, could significantly impact our sales volumes and profitability. As an important player in the whisky industry, we must remain agile and responsive to evolving market dynamics and consumer trends.

The Taiwan market remains a crucial revenue driver for our business. Factors influencing domestic demand in Taiwan include economic conditions, disposable income levels, demographic shifts, and cultural trends. A strong Taiwan economy and rising disposable incomes can stimulate demand for our products, particularly in the premium and luxury segments. Conversely, economic downturns or shifts in consumer spending patterns may adversely affect sales volumes.

Our international sales segment, which accounted for only 3% of total revenue in 2024 (2023: 11%), primarily consisted of related party transactions. Considering the growth potential in international markets, we have developed a strategic plan to diversify our revenue streams and reach new customer segments in overseas markets beginning in 2025. This plan involves leveraging our brand-authorized bottling, packaging, and sales model, which enables us to collaborate with renowned whisky brands and offer a diverse portfolio of premium and luxury whisky products tailored to regional preferences.

In recent years, we have witnessed a growing consumer preference for premium and craft spirits, driven by a desire for unique and authentic experiences. This trend has created opportunities for us to introduce higher-priced, limited-edition, and premium whisky offerings, potentially enhancing our profitability. However, failure to adapt to this trend or accurately anticipate consumer preferences could lead to a loss of market share and revenue.

The whisky industry is highly competitive, with numerous Taiwan and international players vying for market share. Our ability to differentiate our products, maintain brand loyalty, and effectively market our offerings is crucial for sustaining demand and profitability. Intense competition may necessitate increased marketing efforts, product innovation, or pricing adjustments, impacting our operating costs and margins.

By closely monitoring market trends, consumer preferences, and competitive dynamics, we aim to proactively adapt our product offerings, marketing strategies, and operational processes to maintain a strong position in the whisky market. Failure to effectively address shifts in demand or consumer preferences could adversely impact our sales volumes, revenue, and overall profitability.

Supplier Relations and Procurement Costs

As a trading company in the whisky industry, our ability to maintain strong relationships with reputable suppliers and secure favorable procurement terms is crucial to our success. We rely on a diverse network of suppliers from various whisky-producing regions, such as Scotland, to source premium and rare whisky products for our customers. Disruptions in our supplier relationships or changes in procurement costs can significantly impact our gross margins and profitability.

We strive to cultivate long-term partnerships with our suppliers, built on trust, transparency, and mutual understanding. Our procurement team works closely with suppliers to ensure a steady supply of high-quality products and to negotiate favorable pricing and payment terms. Additionally, our expertise in identifying and procuring unique and limited-edition whiskies from sought-after distilleries enhances our competitive advantage and enables us to command premium pricing in the market.

The cost of goods sold, which includes the purchase price of whisky products, import duties, and other associated costs, is a significant factor affecting our profitability. Fluctuations in the cost of goods sold can be influenced by various factors, such as global supply and demand dynamics, changes in import regulations, and currency exchange rates.

To mitigate the impact of cost fluctuations, we employ strategic inventory management practices, leveraging our industry knowledge and market intelligence to optimize our purchasing decisions. Additionally, we continuously explore opportunities to streamline our supply chain and logistics operations, aiming to reduce operational costs and improve overall efficiency.

Maintenance of Key Personnel

Our success is heavily dependent on the expertise, industry knowledge, and relationships cultivated by our key personnel. They possess valuable insights into the whisky industry, have established strong connections with suppliers and customers, and play a pivotal role in driving our strategic initiatives and growth objectives.

Retaining and attracting top talent in the industry is crucial for maintaining our competitive edge. We strive to create a workplace environment that fosters professional growth, rewards performance, and provides opportunities for career advancement. Additionally, we strive to offer competitive compensation packages to motivate and retain our key personnel.

The contrasting cash flows from financing activities between 2023 and 2024 are attributable to our financing strategy and the specific transactions undertaken in each year. In 2023, we experienced a net cash outflow from financing activities of US$157,258, which was primarily due to repayments of bank borrowings and related party loans. However, in 2024, our financing needs were met through a significant related party loan, resulting in a net cash inflow of US$191,786 from financing activities. This shift from a cash outflow to a cash inflow reflects our strategic decision to obtain additional financing from a related party to support our working capital requirements and ongoing operations in 2024.

We have established robust liquidity management processes, including cash flow forecasting, working capital optimization, and proactive inventory management strategies. These measures ensure that we maintain sufficient liquidity to meet our obligations as they come due. We have initiated cost-cutting initiatives and operational efficiency improvements to reduce our cash outflows and enhance profitability, thereby improving our operating cash flow generation. We are currently evaluating our business strategy, including potential adjustments to our product mix, pricing strategies, and market focus, to enhance profitability and cash flow generation from our core operations.

Please refer to the statements of cash flows in our audited combined financial statements for further details on our cash flow movements during the reported periods.

liquidity and capital resources

We have not engaged in any significant equity transactions since our initial incorporation and issuance of share capital. Our operations have been primarily funded through internally generated cash flows from our whisky trading business activities and borrowings from related parties.

As of December 31, 2024, our cash and cash equivalents balance were US$54,752, a decrease of 57% from US$126,287 in 2023. The decline in cash was primarily due to increased working capital requirements, including higher inventory purchases and accounts receivable, as well as payment of offering costs related to the IPOs. The working capital as of December 31, 2024, was US$1,745,572, an increase of 39% from US$1,253,389 in 2023. The increase in working capital reflects growth in inventory and accounts receivable to support expanded operations.

In 2024, we obtained a significant related party loan to fund our operations and meet our financing needs, as evidenced by the net cash inflow from financing activities of US$191,786. This reliance on related party financing was necessitated by the negative operating cash flow experienced during the year. While we have historically relied on a combination of operating cash flows, capital contributions from shareholders, and bank borrowings (including loans from related parties) to fund operations, the significant loan from a related party played a crucial role in providing liquidity in 2024.

We believe our working capital is sufficient to meet our current operational and working capital requirements. We continue to monitor our liquidity position closely and actively manage our working capital to ensure we have adequate resources to support our business operations and growth initiatives.

Going forward, we expect our liquidity and capital resources to be primarily derived from our operating activities, supplemented by financing activities as needed. We remain committed to optimizing our inventory management and working capital efficiency to improve our operating cash flow generation.

commitments and contingencies

We have entered into long-term operating leases for office premises and warehouses in Taiwan. These lease commitments are a regular part of our business operations and are necessary to secure the required facilities for our operations.

In the ordinary course of business, we may be subject to legal proceedings regarding contractual relationships and a variety of liabilities. When a loss is assessed to be probable, and the amount of the loss is reasonably estimable, appropriate provisions are made in accordance with applicable accounting standards. As of December 31, 2023, and December 31, 2024, and through the date of this prospectus, we are not aware of any pending or threatened claims and litigation that could have a material impact on our financial position or results of operations.

During the financial year ended December 31, 2024, we entered into an agreement with a related party regarding the right to use a trademark on our whisky products. The total commitment under this agreement amounted to 7,500,000 Japanese Yen (approximately US$48,000). As of December 31, 2024, approximately US$5,120 remained outstanding under this commitment.

The Company actively monitors and manages our commitments and contingencies to mitigate potential risks and liabilities. We maintain appropriate accounting policies and procedures to ensure that all significant commitments and contingencies are properly recognized, measured, and disclosed in our combined financial statements and related disclosures.

seasonality

While our whisky products enjoy consistent demand from a dedicated customer base of collectors, connoisseurs, and enthusiasts, we recognize that the broader whisky market experiences seasonal fluctuations. Historically, the industry sees heightened demand during the holiday season, particularly in November and December, driven by increased social gatherings, gift-giving, and celebratory consumption. Additionally, the summer months, typically June through August, may also see elevated sales due to outdoor events and social occasions where whisky is a popular choice.

Although we benefit from a stable core demand for premium whisky, these seasonal trends can influence our quarterly sales and operating results. As a result, our financial performance may vary from quarter to quarter, and the results of any single period may not be indicative of full-year performance. Should sales during these key seasonal periods fall below historical trends, our annual revenues and earnings could be adversely affected.

To mitigate the impact of seasonality, we employ strategic inventory management, marketing initiatives, and distribution planning to align with peak demand periods while maintaining sufficient supply to serve our year-round customer base. Nevertheless, fluctuations in consumer behavior, macroeconomic conditions, or other external factors could amplify or disrupt these seasonal patterns, potentially affecting our financial results.

inflation

Our business operations and financial results can be influenced by inflationary pressures, which can impact various aspects of our cost structure and profitability. Inflation can lead to higher prices for raw materials, energy, transportation, and labor, potentially increasing our overall operating costs.

During the fiscal years ended December 31, 2023 and 2024, Taiwan experienced inflation rates of 2.5% and 2.2%, respectively, as measured by the Consumer Price Index (CPI). These inflationary pressures manifested in the form of higher prices for raw materials, energy, transportation, and labor, potentially increasing our overall operating costs. We experienced inflationary pressures on certain key input costs, including procurement costs of our whisky products and labor costs. These inflationary pressures resulted in an increase in our overall cost of goods sold and operating expenses.

We continuously review our operational processes and supply chain to identify opportunities for cost savings and efficiency improvements, helping offset the impact of rising input costs.

While inflationary pressures can have an adverse impact on our profitability in the short term, we remain committed to implementing proactive measures to manage these challenges effectively.

Market risks

Currency risk

As a company engaged in international trade, our operations are exposed to fluctuations in exchange rates. With customers and suppliers located in various countries, our revenue and expenses are denominated in multiple currencies. Fluctuations in exchange rates can have a direct impact on our reported financial results, cash flows, and overall profitability.

In addition to the transactional currency risks arising from our international trade operations, we are also exposed to translation risks due to the differences between our reporting currency, i.e. the U.S. dollar (USD), functional currency, i.e. New Taiwan dollar (NTD), and the currencies in which our transactions are denominated. While our functional currency is the NTD, which is the currency of the primary economic environment in which we operate, our combined financial statements are presented in USD for reporting purposes. Fluctuations in the exchange rate between the NTD and the USD can impact the translation of our financial results, leading to potential gains or losses on translation. These translation effects can influence our reported financial performance and position, even in the absence of any underlying changes in our operating results or cash flows denominated in NTD.

While we continue to monitor and evaluate our exposure to foreign currency risk, as of the date of this prospectus, we have not implemented any formal hedging policy or entered into any derivative instruments to mitigate such risk. We may consider adopting appropriate risk management strategies in the future as our business operations and exposure to foreign exchange fluctuations evolve.

Concentration and credit risks

Financial instruments that potentially expose us to concentration of credit risk consist primarily of account receivables. We conduct credit evaluations of our customers, and generally does not require collateral or other security from them. We evaluate our collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. We conduct periodic reviews of financial conditions and payment practices of our customers to minimize collection risk on account receivables.

Concentration of customers

We have two customers accounted for 10% or more of sales for the financial years ended December 31, 2023 and 2024:

We have the following customers accounted for 10% or more of account receivables as of December 31, 2023 and 2024:

____________

*        The Company did not have any account receivables as of December 31, 2023.

Concentration of suppliers

We have the following suppliers accounted for 10% or more of purchases for the financial years ended December 31, 2023 and 2024:

____________

*        Less than 10% of the purchases for the year ended December 31, 2023.

#        Less than 10% of the purchases for the year ended December 31, 2024.

We have the following suppliers accounted for 10% or more of account payables as of December 31, 2023 and 2024:

____________

*        Less than 10% of the account payables as of December 31, 2023.

Interest rate risk

As part of our financing strategy, we have obtained borrowings from a local bank in Taiwan. These borrowings are subject to fluctuations in interest rates, which can directly impact our financial expenses and profitability. An increase in interest rates can lead to higher borrowing costs, while a decrease in interest rates can result in lower financing costs.

As of the date of this prospectus, we have not implemented any formal hedging policy or entered into any derivative instruments to mitigate our interest rate risk.

Other market risks

In addition to currency and interest rate risks, our business operations may be exposed to other market risks, such as commodity price fluctuations, changes in customer demand, or shifts in market conditions. We continuously monitor these risks and implement appropriate risk management strategies to mitigate their potential impact on our financial performance and operations.

critical accounting policies and estimates

Management uses estimates and assumptions in preparing these combined financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

While all significant accounting policies are more fully described in Note 2 (Summary of significant accounting policies) in our audited combined financial statements, we believe that the following accounting estimates are critical to our business operations and understanding of our financial results.

Expected credit losses on account receivables

The determination of the appropriate level of expected credit loss on accounts receivables is a critical accounting estimate that requires significant judgment and consideration of various factors.

We recognize an allowance for expected credit losses on our accounts receivables based on historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. We use the simplified approach permitted by the accounting standards, which requires lifetime expected credit losses to be recognized from the initial recognition of the receivables.

In estimating the expected credit loss, we consider several factors, including the aging of the accounts receivables, the credit quality and payment history of our customers, current and forecasted economic conditions, and any specific customer or industry-related risks. We also evaluate the need for specific reserves against individual exposures based on the customer’s creditworthiness, past collection history, and other relevant information.

The assessment of expected credit losses involves significant judgments and estimates, and actual results may differ from our estimates. We regularly review and update our assumptions and methodologies used in calculating the expected credit loss allowance to ensure they appropriately reflect changes in circumstances and economic conditions.

Given the inherent uncertainties and judgments involved in estimating expected credit losses, a change in our assumptions or estimates could result in a material adjustment to the allowance for credit losses and consequently impact our financial results.

As of December 31, 2024 and 2023 there was no expected credit loss on account receivables.

Inventory Provision

The determination of the appropriate level of inventory provision is a critical accounting estimate that requires significant judgment and consideration of various factors.

Our inventory consists primarily of aged whisky products, which are subject to potential obsolescence, deterioration, or other factors that may affect their net realizable value. We regularly review our inventory levels, aging, and turnover to identify slow-moving or obsolete items.

In estimating the inventory provision, we consider several factors, including:

•        Aging and maturation of the whisky products: As whisky ages, it may become more valuable, but it is also susceptible to evaporation and other factors that could affect our quality and salability.

•        Market demand and pricing trends: We assess the current and forecasted market demand for our whisky products, as well as pricing trends, to determine if any adjustments to the net realizable value are necessary.

•        Physical condition and quality: We evaluate the physical condition and quality of our inventory, taking into account any issues related to storage conditions, packaging, or other factors that may impact the salability of the products.

•        Historical and forecasted inventory turnover: We analyze historical inventory turnover rates and forecasted sales patterns to identify slow-moving or potentially obsolete inventory items.

The assessment of inventory provisions involves significant judgments and estimates, and actual results may differ from our estimates. We regularly review and update our assumptions and methodologies used in calculating the inventory provision to ensure they appropriately reflect changes in circumstances and market conditions.

Changes in our estimates and assumptions related to inventory provisions could have a material impact on our financial results. An increase in the inventory provision would decrease the carrying value of our inventory and result in a corresponding increase in cost of sales and a decrease in gross profit.

off-balance sheet arrangements

There were no off-balance sheet arrangements for the years ended December 31, 2024 and 2023 that have or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.

Accounting standards and REcently accounting pronouncements

See Note 3 (Recent Accounting Pronouncements) in our audited combined financial statements for a discussion of recent accounting pronouncements.

INDUSTRY OVERVIEW

Executive Summary

This industry report provides a comprehensive analysis of the spirits market in Asia, with a particular focus on the Scotch whisky segment. The report covers the economic context, market trends, and detailed analyses of key markets including Taiwan, China, Singapore, Japan, India, and Hong Kong. Key findings include the significant growth of the spirits market in Asia, driven by rising consumer purchasing power and evolving preferences towards premium and imported spirits. The report also highlights the increasing role of e-commerce in the distribution of spirits and the potential opportunities for non-major brands to capture market share through unique offerings and innovative marketing strategies.

Source of Information

The information contained in this section and elsewhere in the prospectus have been derived from various official government and other publications generally believed to be reliable and the market research report prepared by Migo Corporation Limited (“MIGO”) and commissioned by our Group in connection with this Offering. All information and data presented in this section is derived from MIGO’s industry report, unless otherwise noted. The following discussion includes projections for future growth, which may not occur at the rates that are projected or at all.

Economy of Asia

According to the Asian Development Bank (“ADB”), Asia is among the fastest-growing regions in the world in 2024. According to the Regional Economic Outlook for Asia and the Pacific, published in September 2024, growth in developing Asia and the Pacific remained strong during the first half of 2024, supported by domestic demand and a continued recovery in exports. High-income technology exporters, particularly those in the semiconductor industry, benefited from strong global demand for artificial intelligence products. Meanwhile, inflation continued to decline, driven by the lagged effects of tight monetary policy and easing global food prices. The growth outlook for developing Asia Pacific has been raised to 5.0% for 2024, up from 4.9% in April. The growth projection for 2025 remains at 4.9%. Inflation in the region is forecast to be 2.8% for 2024, down from 3.2% in April, due to currency appreciation in the Caucasus and Central Asia and a slower-than-expected decline in food prices in China.

____________

Source: International Monetary Fund (IMF), Migo

Asia Spirits Market

According to the International Trade Center, North America, which accounts for US$14.53 billion (33.9%) of global imports of spirits, Asia US$12.03 billion (28.1%) and the EU US$11.33 billion (26.4%) are the three biggest spirits importing regions in the world. Together, they make up over 80% of the global market for imported spirits in terms of value in 2023. In terms of which individual territories imported the most spirits, the three biggest in 2023 were the US and two Asian nations — China and Singapore.

Between 2013 and 2023, imports of spirits in Asia grew by 79.3%, a significantly faster rate than the global increase of 42% during the same period. This growth can be attributed to the region’s relatively fast economic expansion, which has increased purchasing power, as well as the rising number of younger people. United Nations statistics show that approximately 4.7 billion people, or 60% of the world’s population, currently reside in the Asia-Pacific region, and this number is projected to increase to 5.2 billion by 2050.

Young consumers are a significant driver of the increased sales of alcoholic beverages, including spirits, in the region. The ease of legal access to alcohol and its growing social acceptance have contributed to this trend. As young people seek to explore new experiences, their rising incomes have also heightened their demand for high-quality products, including premium wines and spirits. The following table shows the different regional markets by value of imported spirits in 2023.

____________

Source: International Trade Centre, Migo

In 2023, Asia’s spirits trade reached a total volume of US$18.78 billion, with China leading imports at US$2.82 billion (23.5%), followed by Singapore at US$2.12 billion (17.6%) and Taiwan at US$0.92 billion (7.7%). In terms of exports, Singapore emerged as the top exporter, generating US$2.55 billion (37.7%), while China followed with US$1.23 billion (18.3%) and Hong Kong with US$0.63 billion (9.3%). Overall, the total imports in the region amounted to US$12.03 billion and total exports reached US$6.75 billion, underscoring significant trade activity throughout Asia. The following table shows the Asia’s spirits trade in 2023 (US$ billion).

____________

Source: International Trade Centre, Migo

The Scotch Whisky Industry

According to the Scotch Whisky Association (SWA), Scotch whisky is the world’s leading internationally traded spirit, with exports valued at GBP2.1 billion (US$2.64 billion) in the first half of 2024, despite an 18% decline compared to the same period in 2023. Sales began at GBP4.01 billion (US$5.16 billion) in 2016 and experienced steady growth, reaching GBP4.9 billion (US$6.17 billion) by 2019. However, 2020 saw a significant drop to GBP3.8 billion (US$4.79 billion), marking the lowest point during this timeframe. A recovery commenced in 2021, with sales

climbing to GBP4.51 billion (US$5.68 billion), followed by a remarkable surge in 2022, peaking at GBP6.2 billion (US$7.81 billion). In 2023, the global export value of Scotch whisky amounted to GBP5.6 billion (US$7.05 billion), reflecting a compound annual growth rate (CAGR) of approximately 4.9% since 2016, respectively. The following chart shows the global export value from 2016 to the first half of 2024.

____________

*        As of the first half of 2024 (H1 2024)

Source: Scotch Whisky Association, Migo

For the Scotch Whisky industry, the geographical indications of Scotch Whisky and Whisky are recognized as globally standards. There are strict legal provisions that govern the production, marketing, and exportation of Scotch Whisky. It is a requirement for all registered geographical indications that compliance with the product specification be checked by a verification authority. That verification authority is His Majesty’s Revenue & Customs (HMRC). Consequently, the Scotch Whisky industry is proactive in protecting and safeguarding the integrity of “Scotch Whisky” along with its associated regional quality labels. The UK Law of Scotch Whisky Regulations 2009 encompasses all aspects of the production, bottling, labeling, and promotion of Scotch Whisky, ensuring that the highest standards are maintained throughout the industry.

Overview Export of Scotch Whisky in Asia

According to the SWA data, the global whisky market, valued at GBP5.6 billion (US$7.05 billion), demonstrates a prominent presence in the Asia Pacific region, which accounted for approximately 32% market share in 2023. Within this region, the leading countries and territories include Taiwan, contributing GBP341 million (US$429.49 million), followed by Singapore at GBP378 million, China at GBP235 million (US$296 million), India at GBP218 million (US$274.57 million), and Japan at GBP170 million (US$214.11 million). The EU follows with a 28% share, and North America accounts for 21%. Other regions include Latin America and the Caribbean at 7%, Europe outside the EU at 4%, the Middle East and North Africa at 5%, and South Saharan Africa at 3%. This data underscores the substantial influence of Asia Pacific countries and territories on the whisky market, particularly Taiwan and Singapore. The following table illustrates the trend of the main Asian markets for the export of Scotch Whisky during the period from 2022 to 2023.

The following table sets out the whisky import volumes and top 5 rankings of the region in 2023.

The following table sets out the top 10 whisky import countries in 2023.

____________

Source: Scotch Whisky Association and Migo

Whisky & Other Alcoholic Beverages Resale Market in Asia

Taiwan

According to Migo, the whisky market in Taiwan is experiencing significant growth, with annual sales increasing by approximately 20%, driven by a shift in consumer preferences towards premium and imported spirits. Taiwanese consumers are increasingly interested in high-quality whiskies for personal enjoyment and as gifts, contributing to whisky accounting for 19.5 million liter or around 23% of the total spirits market as of November 2024. Taiwan boasts a vibrant bar culture with extensive whisky selections, and its dense network of nearly 12,000 convenience stores facilitates easy access to a wide range of alcoholic beverages, including whisky. The rise of home drinking, particularly during and after the pandemic, has further boosted sales as consumers seek to recreate bar experiences at home. Promotions and tasting events play a crucial role in educating consumers and encouraging exploration within the whisky segment, particularly among young consumers aged 25-35, around 40% of whom have expressed interest in exploring new whisky brands. This trend highlights a clear shift towards premiumization in the market.

China

China represents one of the largest and most dynamic alcoholic beverage markets in Asia, with the whisky segment rapidly expanding as younger consumers develop a taste for international brands. While historically smaller compared to spirits like baijiu, the whisky market is driven by a growing middle class, increased disposable income, and changing social norms around drinking. Projections indicate an annual growth rate of around 15% through 2025. In 2023, whisky sales reached approximately GBP920 million (US$1,158.74 million), with imported whisky accounting for about 30% of the market. E-commerce has become a vital channel for whisky sales, as consumers increasingly turn to online platforms for convenience and variety, with sales expected to grow by over 25% annually. Additionally, the growing popularity of whisky cocktails is diversifying the market, particularly among millennials and Generation Z, who are driving demand for premium and craft whiskies. However, challenges such as regulatory complexities and competition from local spirits, which currently dominate the market, accounting for around 70% of total spirit sales, remain significant barriers for international brands.

Singapore

Singapore’s whisky market is characterized by a discerning consumer base that values premium and luxury brands, establishing the city-state as a regional hub for whisky enthusiasts. The thriving bar scene, along with numerous whisky festivals and tasting events, underscores this status. According to the Census Bureau, exports to Singapore increased by 31%, reaching over GBP380 million (US$478.61 million) in the 12 months leading up to October 2023. The market is driven by robust demand for premium and super-premium whiskies, which account for approximately 60% of total whisky sales. Consumers show a growing interest in exploring various whisky expressions, which has led

to heightened enthusiasm for craft and boutique distilleries, while tourism also plays a significant role in bolstering the demand for high-end alcoholic beverages. E-commerce is gaining traction, with projections indicating an annual growth rate of 15%, offering consumers with easy access to a diverse range of whiskies. Furthermore, regulatory support for responsible drinking, coupled with well-structured distribution channels, enhances market growth. Singapore is also home to over 200 bars specializing in whisky, attracting thousands of attendees to its festivals each year.

Japan

Japan has a rich whisky heritage and is renowned for producing some of the world’s finest whiskies, with a market size valued at around US$4.3 billion in 2024. Japanese consumers have a profound appreciation for quality and craftsmanship, driving strong demand for both domestic and imported whiskies. The market is experiencing a renaissance, characterized by the emergence of innovative distilleries and the expansion of offerings from traditional brands. Exports have surged by over 200% in the past decade, establishing Japanese whisky as one of the country’s most sought-after products on the international stage. Domestic consumption is also on the rise, particularly among younger drinkers, with single malts gaining significant popularity. Approximately 25% of Japanese consumers express interest in trying new whiskies, prompting distilleries to innovate. However, the industry faces challenges such as fluctuating production costs and the need for sustainable sourcing practices, which pose potential risks, particularly as demand for high-quality ingredients continues to grow.

India

India’s whisky market is among the largest globally, with a projected market size of approximately US$3.8 billion in 2024. This growth is fueled by a robust domestic production base and a growing preference for premium and imported brands among urban consumers, with an anticipated annual growth rate of around 10%. The market is characterized by significant demand for blended whiskies, with local brands dominating sales, holding approximately 90% of the market share. However, the rising middle class and evolving lifestyle preferences are paving the way for single malts and premium offerings, as the demand for premium imported whiskies continues to rise. E-commerce is emerging as a vital sales channel, with online sales of alcoholic beverages expected to grow by 30% annually as platforms expand their reach. Despite facing regulatory challenges, including high taxes that can exceed 200% in some states, complicating distribution and pricing strategies, the overall growth potential remains substantial as consumer tastes evolve.

Hong Kong

Hong Kong represents a vibrant market for whisky, valued at approximately US$600 million, benefiting from its status as a major international trading hub, coupled with a strong culture of whisky appreciation among its residents, significantly contributes to this dynamic environment. The market has experienced annual sales growth of approximately 10%, particularly driven by the rising popularity of single malts among affluent consumers. Numerous bars and specialist retailers offer an extensive selection of both local and international brands, while the growing interest in whisky cocktails and tasting events, including the annual Hong Kong Whisky Festival, contributes to the market’s dynamism. Additionally, Hong Kong’s role as a gateway to China provides opportunities for whisky brands to expand their reach. In October 2024, Hong Kong announced a significant tariff reduction on spirits, lowering the duty from 100% to 10% on the portion of the import price exceeding HKD200 (about US$26). This move aims to reinvigorate Hong Kong’s nightlife and spirits trade while enhancing its position as a key player in the global whisky market.

Opportunities for the Cask-to-Bottle business from Non-Major Brands

Non-major whisky brands have significant opportunities to attract customers by offering unique and authentic products that emphasize craftsmanship and distinctive flavor profiles. These brands can create tailored experiences through cask ownership programs, allowing consumers to select their casks and influence the aging process. This direct engagement with their customers fosters a sense of community and loyalty, while a focus on sustainable practices and local ingredients appeals to environmentally conscious consumers. By leveraging regional identity and cultural storytelling, non-major brands can resonate with customers looking for authenticity and connection.

To effectively compete with major brands, non-major whisky producers should prioritize quality over quantity by emphasizing high-quality ingredients and small-batch production. Innovative marketing strategies, including compelling storytelling and active social media engagement, can help build brand visibility. Hosting experiential marketing events, such as tastings and workshops, allows consumers to connect with the brand firsthand. Exceptional customer service and a robust online presence can further improve the purchasing experience. Collaborating with local businesses and engaging in cross-promotions can also expand reach and attract a broader audience, positioning non-major brands as appealing alternatives in the whisky market.

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Source: Migo

Whisky Distribution Channel in Taiwan

Taiwan’s alcoholic beverage distribution landscape features a variety of distributors, typically with foreign brands relying on a single local distributor. A local business partner can assist with import procedures, registration, and sales through diverse channels such as direct selling, e-commerce platforms, and TV shopping channels. According to the Taiwan Alcohol Beverage Association, there are approximately 50 to 70 alcoholic beverage distributors in Taiwan, including around 14 large-scale distributors. The following table provides an overview of the major alcoholic beverage distributors in Taiwan. Taiwan’s wine market is highly dependent on imports, with import volume accounting for approximately 91% of total consumption in the first half of 2024, reaching 19.5 million liters. The alcoholic beverages produced in France, the US, Italy and Australia dominate Taiwan’s imported wine market, accounting for 83.7% of imports. According to the UK Food & Drink Federation, the import value of beverages & tobacco to Taiwan reached GBP336.6 million (US$423.95 million) in the end of Q3 2024.

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Source: Migo

According to the data from the International Trade Administration, Ministry of Economic Affairs in 2024, Taiwan imported over US$570 million worth of Scotch whisky. Taiwan’s whisky market has established itself as a significant buyer, particularly renowned for its appreciation of high-end single malts. Notably, Taiwan is the only market where the consumption of single malt Scotch whisky is nearly equal to that of blended whisky, with a product breakdown ratio of 45% to 55%. In terms of imported volume, the United States ranks as the third largest supplier of whisky to Taiwan, accounting for just 2% of the market significantly behind the United Kingdom (primarily Scotland) at 92% and Japan at 4%.

Market Size of Whisky Sales in Taiwan

According to Migo, the Taiwan whisky market has shown significant growth from 2019 to 2024, starting at approximately US$930 million in 2019. Despite a slight dip in 2020 due to COVID-19, the market rebounded to around US$1 billion in 2021, driven by a recovery in premium whisky sales. By 2022 and 2023, the market value had reached approximately US$1.12 billion and US$1.18 billion, respectively, continuing to grow alongside a rising whisky culture. In 2024, it reached US$1.311 billion and is projected to US$1.402 billion by the end of 2025. Growth is expected to continue, with the market likely to reach US$1.5 billion in 2026f. The following chart illustrates the market size of whisky sales in Taiwan from 2019 to the forecast year of 2026.

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Source: Migo

Market Drivers of Whisky and Other Alcoholic Beverages in Taiwan

Evolving Consumer Preferences

Young consumers in the Asia Pacific region are increasingly seeking unique and diverse drinking experiences rather than merely aiming for intoxication. This shift has resulted in a surge in the popularity of craft beers, ready-to-drink (RTD) beverages, and on-tap cocktails, which have quickly gained traction in the market. Additionally, the trend of DIY cocktails at home has become prevalent among younger demographics. In response, spirits companies are focusing on this consumer segment by introducing innovative products with eye-catching packaging and exciting flavors, aiming to reshape the image of spirits to appeal to these adventurous drinkers. This shift has fostered a greater willingness among young consumers to explore new and varied cocktail flavors.

Competitive Pricing and Selection

The impact of the Covid-19 pandemic on the on-trade channel of alcoholic beverages has led to a notable shift toward retail outlets. As dining out became less frequent, many Taiwanese consumers opted to enjoy drinks at home, purchasing alcohol from convenience stores rather than larger supermarkets, which are often viewed as crowded and less safe. Taiwan boasts one of the highest densities of convenience stores globally, with nearly 12,000 locations, all open 24 hours a day. This accessibility, combined with no restrictions on alcohol sales hours, allows consumers to purchase whisky at any time, enhancing convenience and driving sales. Consequently, competitive pricing and a diverse selection available in these retail channels are becoming critical factors in attracting consumers, further fueling the growth of the whisky market in Asia.

Competitive Landscape of Wine Distributor in Taiwan

Brand names become increasingly important

In the evolving landscape of wine distribution in Taiwan, several key players distinguish themselves through their diverse offerings and competitive strategies. These distributors capitalize on their access to international markets to provide a wide range of wines, catering to different consumer preferences.

Exploring innovative solutions

Utilizing data analytics to gain insights into consumer preferences and purchasing behavior enables distributors to tailor their offerings. Predictive analytics can further optimize inventory management and enhance marketing strategies, allowing for targeted outreach to specific customer segments.

Strengthening of Management Team

Distributors are investing in the development of their management teams to enhance operational efficiency and strategic decision-making. A strong management team is vital for navigating market challenges, optimize supply chains, and enhance customer relations, all of which contribute to overall competitiveness.

Stringent regulatory environment

The regulatory landscape in Taiwan is intricate, characterized by stringent import regulations and taxes that can significantly influence pricing and distribution strategies. Distributors must ensure compliance with local laws while remaining agile in adapting to changes in regulations, making effective management of these challenges essential for success.

Entry Barrier of Wine Distributors in Taiwan

Capital intensive

Entering the wine distribution market in Taiwan presents significant barriers, primarily due to the capital-intensive nature of the business. Establishing a successful distribution operation requires a substantial initial investment in quality inventory, storage facilities, and necessary equipment. Additionally, acquiring high-quality casks can be costly, and maintaining a diverse selection adds further financial strain. Compliance with regulatory requirements related to storage, labeling, and quality control also incurs considerable expenses, making it challenging for new entrants to establish a foothold in the market.

Brand recognition

Brand recognition poses yet another challenge for new distributors. Established players with strong brand identities have a competitive edge, making it difficult for newcomers to capture market share. Gaining consumer trust is vital, especially in a market where quality and authenticity are paramount; this process often requires years of consistent performance and targeted marketing efforts. Consequently, new entrants must allocate significant resources to marketing campaigns and promotional activities to establish their presence and credibility in the market.

Quality service

Distributors must possess a comprehensive understanding of various whisky types, aging processes, and flavor profiles to provide exceptional service. Building and maintaining strong relationships with wineries, retailers, and consumers is essential for success, necessitating a skilled sales team and excellent customer service capabilities. Moreover, efficient logistics for transporting and storing whisky under optimal conditions is crucial, as high standards of service are expected in this industry.

Legal and regulatory challenges

Distributors are required to comply with a range of regulations governing alcohol production, distribution, and sales, which can vary by region and change frequently. This includes obtaining the necessary licenses and permits, adhering to strict labeling requirements, and ensuring compliance with health and safety standards. New entrants may find these hurdles daunting, as failure to meet legal obligations can result in penalties or even the suspension of business operations. Therefore, a thorough understanding of the regulatory landscape is crucial before entering the market. Additionally, export laws can complicate the distribution of whisky to international markets, with Taiwanese government imposing stringent labeling regulations. Producers must accurately represent the whisky’s age, origin, and cask type, which can be challenging for brands using innovative cask-to-bottle techniques.

Brand relationships

Existing distributors often maintain longstanding relationships with distillery owners, built on trust and mutual understanding. New entrants may find it difficult to penetrate these established networks, as distillers tend to prioritize collaboration with familiar business partners who have demonstrated reliability and quality.

Packaging hazards

The interaction between barrels and bottles can be influenced by the production processes used to store and transport them. Chemicals from packaging materials may leach into beverages due to factors such as shocks, vibrations, temperature fluctuations, or direct contact with liquids. While inert packaging materials like glass or stainless steel are safer and more stable, they often require specialized recycling processes, adding complexity to waste management. Furthermore, post-distribution, packaging waste can become litter, often bearing the producer’s brand. This not only contributes to environmental pollution but also directly associates the producer with the negative impact of the litter, potentially harming their brand reputation.

Opportunities and Challenges of Wine Distributors in Taiwan

The wine distribution market in Taiwan is characterized by a dynamic landscape presents both opportunities and challenges. While regulatory hurdles and intense competition from established local and international brands pose significant obstacles, emerging trends create new avenues for growth. Increasing consumer interest in sustainability and the rise of craft distilleries are reshaping preferences, driving demand for unique and high-quality offerings. As consumers become more discerning and seek innovative, premium experiences in their spirit choices, distributors have the chance to differentiate themselves by curating exceptional products and engaging in sustainable practices. This evolving market environment suggests that, despite the challenges, there is substantial potential for expansion and success for distributors willing to adapt and innovate in response to consumer desires.

BUSINESS

OVERVIEW

We specialize in the procurement, distribution and sale of high-quality whiskies, including both bottled and cask whisky in both Taiwan and international markets. Since the inception of Agencia Comercial Co., Ltd, our Operating Subsidiary, in Taichung, Taiwan, the Operating Subsidiary has experienced significant growth through strategic expansion and diversification. Currently, we focus on three main business areas: bottled whisky sales (comprising approximately 11.66% and 88.34% of the total revenue in 2023 and 2024, respectively), raw cask whisky sales (comprising approximately 88.34% and 35.52% of the total revenue in 2023 and 2024, respectively), and brand authorizations for bottling, packaging, and sales in Asia-Pacific. Our Group’s business model is centered on B2B relationships. This role as a facilitator has positioned us as a trusted partner in the industry.

Our current operations include sourcing bottled whisky from domestic suppliers in Taiwan and reputable distilleries in the UK. We engage in sales activities, in collaboration with our downstream distributors, to supply these products to bars, nightclubs, and VIP lounges. Starting from 2023, our Group has expanded to include the procurement and sale of raw cask whisky directly from distilleries, allowing it to tap into a broader market segment and offer unique, high-quality products, and engage with sales to other liquor and spirits distributor. The extensive experience of the chief executive officer and directors of the Company in the whisky industry has enabled us to further expand our businesses. In addition to the trading and wholesale of whisky products, starting from 2025, we have also ventured into the raw cask whisky bottling and packaging business in Taiwan. Through this segment, we source premium whisky casks from renowned distilleries around the world, particularly from regions renowned for their whisky-making traditions, such as Scotland. These casks are carefully selected, monitored, and aged to perfection under our expert supervision. Once the desired maturation is achieved, the whisky is bottled and labeled under our proprietary brands, offering discerning consumers a unique and exclusive experience. The cask-to-bottle business not only diversifies our revenue streams but also enhances our brand recognition, market positioning in the premium whisky segment and exploring of diverse sales channels.

Our financial performance for the year ended December 31, 2024, demonstrated significant growth compared to the previous year. Revenue increased substantially from US$887,310 in 2023 to US$2,537,743 in 2024, representing a year-over-year growth of approximately 186%. This substantial revenue growth was primarily driven by strong demand for our whisky products, specifically through our two main offerings: raw cask whisky sales and bottled whisky sales. It was also fueled by our successful strategies to enhance capabilities, including strengthening brand recognition, improving customer experience, and expanding product offerings to meet diverse consumer preferences.

Consistent with the robust revenue growth, our net income also witnessed a remarkable increase, rising from US$239,288 in 2023 to US$779,278 in 2024, a year-over-year growth of approximately 226%. The significant increase in net income can be attributed to our effective cost management strategies and operational efficiencies, which allowed it to leverage the higher revenue while maintaining a disciplined approach to expenses.

Our financial condition and results of operations for the year ended December 31, 2024, reflect its strong market position, effective execution of growth strategies, and efficient management of resources. These factors have positioned us favorably for continued growth and profitability in the future. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional details.

Looking ahead, we aim to leverage our strong market presence and industry experience to further expand operations. Our Group plans to further obtain brand authorization and source raw cask whisky from brand owners, bottling and packaging these products in Taiwan through contract manufacturers. This initiative will mark a significant step towards brand diversification and market expansion. While the primary sales channel will continue to be B2B, we are also exploring additional sales avenues, including retail, to broaden its market reach. The Company has secured long-term authorization agreements with certain brand owners, such as Ninja Whisky and Robuchon. Furthermore, through our contractor, we have obtained certain certifications from HMRC (verified as a Bottler & Labeller of Scotch Whisky under Spirit Drinks Verification Scheme, and a Bulk Importer of Scotch Whisky under the Spirit Drinks Verification Scheme, each until March 2027, respectively) and also plans to obtain certain certifications from the Japanese Brewery Association to further solidifying its position as a trusted partner in the industry.

introduce innovative, premium-branded whisky products that align with evolving consumer preferences. We will focus on fortifying distribution network to target key venues such as wine and liquor stores, bars, nightclubs, and VIP corporate clients. By cultivating relationships with these establishments, we aim to enhance brand recognition and accessibility. Additionally, we will employ data-driven insights to refine our product offerings and marketing strategies, ensuring they resonate with our target audience.

•        Promote whisky consumption culture and broaden our sales channels.    To promote a vibrant whisky consumption culture and expand our sales channels, we will enhance our existing business-to-business model while actively pursuing opportunities to reach retail customers directly. This dual approach will involve strengthening partnerships with distributors to ensure our products are widely available while also exploring innovative retail strategies, such as online sales platforms and pop-up events that engage consumers. We aim to create immersive experiences that educate potential customers about whisky, from tastings to masterclasses, fostering a deeper appreciation for our products. By diversifying our sales channels, we will not only broaden our market reach but also encourage a more inclusive whisky culture that invites both connoisseurs and newcomers to explore and enjoy our premium offerings.

•        Expand the geographic coverage of our markets, in particular Asia-Pacific.    In the latter half of 2025, we will direct our efforts toward penetrating new markets, with a specific focus on Singapore and other countries in Asia-Pacific. To ensure a successful expansion, we will conduct comprehensive market research to understand the nuances of consumer preferences, regulatory requirements, and competitive landscapes in each target country. We will seek to establish strategic partnerships with local distributors and retailers in Singapore and surrounding Asia-Pacific markets. Collaborating with established market players will provide us with valuable insights and facilitate smoother entry into these new markets. To resonate with Asia-Pacific consumers, we will adapt our brand positioning and marketing efforts to reflect local tastes and cultural nuances. This may include localized branding efforts, targeted advertising campaigns, and participation in regional whisky events to engage directly with potential customers. This strategic expansion will not only diversify our revenue streams but also enhance our brand’s international reputation and reach.

•        Attract, develop, train, and retain highly skilled professionals.    We believe our success greatly depends on our ability to attract, incentivize, and retain talented professionals. To sustain our growth, we plan to continue to add to our teams, including technical, sales & marketing, and customer service members. Once employed, we provide our employees with a comprehensive training program to understand our market and product offerings. We plan to implement a series of initiatives to attract additional and retain mid- to high-level personnel, including formulating a market-oriented employee compensation structure and implementing a standardized multi-level performance review mechanism.

PRODUCT CATEGORIES

We are dedicated to delivering a diverse range of high-quality whisky products that cater to the discerning tastes of our customers. Our product portfolio is designed to meet the evolving demands of the market, leveraging our extensive industry experience and strategic collaborations.

Our Company operates within the whisky industry through three distinct business areas: procurement and distribution of bottled whisky, procurement and distribution of raw cask whisky, and cask-to-bottle and distribution business. Each segment plays a vital role in our overall strategy, allowing us to cater to diverse consumer preferences and market demands.

In the distribution of bottled whisky, we are dedicated to sourcing high-quality spirits from reputable distilleries. We carefully select whiskies that adhere to stringent industry standards, ensuring they are produced using approved grains and traditional distillation methods. Each whisky is aged in oak casks for the legally required minimum period, which allows for the development of rich flavors and complex aromas. Our commitment to quality ensures that the bottled whiskies we distribute appeal to a wide range of consumers, from casual drinkers to seasoned enthusiasts. By partnering with distilleries known for their craftsmanship, we can offer a selection that highlights the unique characteristics of various regions and styles.

Meanwhile, the distribution of raw cask whisky focuses on providing distillers and businesses with access to exceptional cask-strength spirits. This offering enables our partners to craft their own unique blends, giving them the flexibility to create products that meet their specific needs. This aspect of our business emphasizes collaboration and innovation, as we work closely with clients to help them achieve their desired flavor profiles.

In the realm of cask-to-bottle and distribution business, we take a more hands-on approach. In this area, we not only engage in sales but also oversee the bottling and packaging processes. This involvement ensures that our products meet the highest standards of quality and presentation. We carefully select suitable bottles and packaging materials that reflect our proprietary brand’s identity and commitment to excellence. Additionally, we ensure that all labeling complies with legal requirements, providing consumers with clear and accurate information about the whisky’s origin and characteristics. By managing the bottling and packaging, we maintain control over the final presentation of our products, enhancing their appeal to consumers.

This comprehensive approach across our three business areas allows us to provide a diverse range of high-quality whiskies, ensuring that each product embodies authenticity and craftsmanship. As a result, we position ourselves as a trusted partner in the whisky market, catering to both enthusiasts and newcomers alike, while fostering a deeper appreciation for this timeless spirit.

Our current product portfolio includes distribution of bottled whisky, raw cask whisky and proprietary brand whisky. The following table sets forth a breakdown of our revenues both in absolute amounts and as a percentage of our total revenues for the years indicated.

Bottled Whisky Distribution

Our bottled whisky portfolio features a carefully curated selection of premium products sourced from both Taiwan and the United Kingdom, reflecting our commitment to quality, authenticity, and value. We offer a range of Taiwan sourced bottled whisky, such as Macallan Single Cask 1990 and Glenlivet 30-year Single Cask. These exceptional whiskies are acquired at competitive prices through trusted channels, enabling us to maintain strong profit margins while providing customers with access to exclusive, high-quality offerings. In addition, we also offer UK Imported bottled whisky selection includes distinguished products such as Dalmore 1995 Single Cask, a single malt whisky sourced directly from renowned distilleries in the United Kingdom. By working closely with these distilleries, we ensure the integrity of our supply chain, maintain highest standards of quality and optimize costs efficiency. Our pricing strategy ensures a significant margin, contributing to our profitability.

Raw Cask Whisky Distribution

Our raw cask whisky sales are specifically UK imported cask whisky. These are sourced directly from renowned distilleries in the UK and sold in Taiwan without additional processing. Our clients for these products include Customer A and Customer B. This direct procurement allows for better pricing strategies, as we can pass on competitive rates to clients while maintaining healthy profit margins. Additionally, since raw cask whisky requires minimal handling, resulting in lower associated transportation costs, which further enhancing overall profitability. As part of our ongoing growth strategy, we are actively working to expand our customer base for this business line. This approach not only streamlines operations but also positions our Group to respond swiftly to market demands, ultimately contributing to financial efficiency and growth.

Proprietary Brand Whisky Packaging and Distribution

Starting in 2025, we will collaborate with renowned whisky brands to directly source raw cask whisky from distilleries, bottling and packaging it in Taiwan for sale. One notable example is Ninja Whisky, produced by Seko Brewery Company. Founded in 1869, Seko Brewery is a traditional Japanese sake producer known for its commitment to high-quality craftsmanship and the meticulous selection of ingredients. Their time-honored techniques result in a diverse range of sake that is rich in flavor and steeped in history.

SUPPLIERS

For the fiscal years 2023 and 2024, the most significant alcoholic beverage products we distributed were primarily bottled whiskies and raw cask whiskies. Our business model has evolved over the years to include both the sale of bottled whiskies and the procurement and sale of raw cask whiskies, which has allowed us to diversify our product offerings and cater to a broader range of customers.

As a wholesaler of alcoholic beverage products, we strategically procure our inventory based on our business objectives and current market conditions. Consequently, we typically do not have formal long-term supply arrangements with distributors. Instead, we rely on our established relationships with suppliers and our industry expertise to source high-quality products that meet our standards and customer demands.

Our procurement process is influenced by various factors, including the exchange rates of different currencies, as the products we import are priced in the currency of the country of origin. Fluctuations in exchange rates with the New Taiwan Dollar (NTD) can significantly impact the purchase prices of imported alcoholic beverages, subsequently affecting our profit margins. Moreover, the timing and strategy behind inventory procurement necessitate a high degree of judgment, informed by industry insights and market conditions. This approach is essential for ensuring that we acquire the right products at the appropriate time, especially those with potential for value appreciation.

Our selection of suppliers mainly considers the following conditions and criteria:

Price:    Whether the price of the goods or services provided by the supplier is competitive and can help with cost control.

Service quality:    Whether the supplier’s service quality is reliable, whether the quality of whisky products is reputable, and whether it can provide timely delivery.

Geographical location:    In terms of the packaging and bottling process under the cask-to-bottle and distribution business, whether the supplier’s geographical location is convenient for logistics transportation, and whether it can reduce transportation costs and time.

Cooperation relationship:    History and stability of cooperation between the supplier and our Group, whether there is a good basis for communication and collaboration.

Compliance and certification:    Whether suppliers meet relevant industry standards and certification requirements to ensure product quality and safety.

We build trusting relationships with our suppliers to work more efficiently with suppliers to monitor inventory, forecast demand, and improve delivery efficiency. Ensure common goals and values are shared with suppliers to set sustainable development goals.

Our founder, Mr. Tsai, has over 10 years of experience in the alcoholic beverages’ distribution and wholesale business. His expertise and industry knowledge have been instrumental in guiding our procurement strategies and establishing stable relationships with our major suppliers. With a long operating history and a solid reputation in the business, we have not experienced significant difficulties in procuring alcoholic beverages in accordance with our operational objectives and budgets.

We consider our major suppliers to be those suppliers that accounted for more than 10% of our overall purchases. Although our purchases were concentrated on major suppliers, in each of the fiscal years 2023 and 2024, there were three suppliers that consistently accounted for a majority of our total purchases. As we procure alcoholic beverages from the market ad hoc based on our business objectives and the prevailing market conditions, we do not normally have long-term supply contracts with our suppliers, including our major suppliers. Instead, in our ordinary course of business, we have an established practice of issuing standard purchase orders to our suppliers for each purchase, specifying simple price, quantity, delivery, and payment terms.

As of the end of December 31, 2023 and 2024, our top suppliers and their respective percentages of our total purchases were as follows:

CUSTOMERS AND DISTRIBUTION

As of December 31, 2023 and 2024, we have two key customers accounted for 10% or more of sales for the financial years ended. Below are the detailed sales data for the years 2023 and 2024, including the percentage of total sales for each customer.

MARKETING

Our marketing initiatives are intricately aligned with our distribution strategy, which is meticulously designed to cater to the diverse preferences and behaviors of our customers, ensuring that we remain competitive and relevant in the whisky market.

For our daytime retail customers, who frequent wine and liquor stores, our marketing efforts emphasize the premium and super-premium nature of our whisky products. We leverage the storied reputation and heritage of well-known whisky brands like Macallan, Dalmore, and Glenlivet to appeal to discerning consumers who value quality and craftsmanship. Our marketing campaigns highlight personalized experiences through tailored recommendations and exclusive promotions, while underscoring our commitment to sustainable practices, including eco-friendly packaging and sourcing materials from sustainable manufacturers.

In the nighttime entertainment segment, which includes nightclubs, our marketing strategy focuses on creating innovative nightlife experiences centered around whisky. We collaborate with top nightlife venues to offer exclusive whisky tastings, events, and promotions, targeting young professionals, millennials, and tourists seeking unique and immersive nightlife experiences. Our marketing materials emphasize the use of state-of-the-art sound and lighting systems, accompanied by a diverse selection of high-end whisky cocktails and gourmet food menus. We increase brand visibility through strategic partnerships with leading nightlife brands and influencers, ensuring our whisky products are featured prominently in high-profile venues.

For our VIP channels, which include exclusive clubs and high-end establishments, our marketing approach positions our whisky products as symbols of luxury and exclusivity. We offer bespoke services and custom packaging for VIP clients, providing personalized experiences such as private whisky tastings, exclusive events, and limited-edition releases. Our marketing campaigns build brand prestige through strategic collaborations with high-end establishments, ensuring our whisky products are associated with luxury and exclusivity. This approach caters to high-net-worth individuals and discerning customers seeking exclusive and luxurious experiences.

By focusing on these key areas and tailoring our marketing efforts to meet the specific needs of our customer segments, we aim to enhance our market positioning and drive growth in the whisky market. Our strategic approach ensures that we remain competitive and relevant, delivering exceptional value to our customers.

COMPETITION

The whisky industry is highly competitive, with a wide range of products and market participants. We believe the principal areas of competition include flavor, packaging and positioning innovations, pricing, distribution locations and shelf space, as well as promotional and marketing strategies. Our products compete with a variety of other beverages, including spirits, beers, wines, and increasingly non-alcoholic beverages designed and marketed to mimic the flavor of alcoholic beverages. Many of these products are produced by a relatively large number of companies, many of which have substantially greater financial, marketing, and distribution resources than we do.

Within the whisky segment of the market, important factors affecting our ability to compete include speed of innovation, product appeal and differentiation to consumers, brand and product image, taste and flavor of products, trade and consumer promotions, attractive packaging, product placement and distribution, access to capital and other resources, marketing, and pricing. We also rely on our distributors to provide stable and reliable distribution and to secure adequate shelf space in retail outlets. Competitive pressures could cause our products to lose market share or experience price erosion, which could materially impact our business and the results of operations. These pressures could include directly competitive innovations, new products that are better aligned with consumer preferences, greater marketing spending, better placements, or a decline in consumer interest in the whisky segment overall.

We have experienced, and continue to experience, competition from several key players in alcoholic beverages distribution in Taiwan. According to Migo’s industry report, while the Asian whisky market is growing, certain key players leverage their access to international markets to bring in a wide range of alcoholic beverages, catering to diverse consumer preferences.

While competition in the whisky space is increasing, we believe our collaborations with internationally renowned whisky brands and our experienced management team, led by our chief executive officer, can help us navigate market challenges, optimize supply chains, and enhance customer relations, thereby contributing to our overall competitiveness. Our focus on quality, innovation, and strategic collaborations positions us well to compete in this dynamic and growing market.

REGULATORY MATTERS

Our business in Taiwan does not require any special or specific approval, license, or permit from the authority other than the corporate license, a registration with local government and import permit for alcoholic beverages that are required for all alcoholic beverages import business.

Import and sale of whisky, either bottled whisky or raw cask whisky, are primarily regulated and governed by the National Treasury Administration, Ministry of Finance under the Tobacco and Alcohol Administration Act and its relevant regulations. Pursuant to this Act, a permit is required to conduct a whisky import business in Taiwan. However, a permit is not necessary for retail or distribution of whisky. In addition, as a whisky importer and distributer in Taiwan, the Operating Subsidiary must comply with hygiene standards, labeling regulations, and advertising regulations for its whisky products. Failure to comply with such regulations may result in fines and other administrative sanctions.

Our Operating Subsidiary has obtained and maintained a valid permit for its whisky import business, and has not been sanctioned for violations of the Tobacco and Alcohol Administration Act.

INTELLECTUAL PROPERTY

As of the date of this prospectus, we do not hold any trademarks but only one domain name in Taiwan. We rely on a combination of intellectual property laws and restrictions on disclosure to protect our intellectual property rights. However, there is no assurance that this form of protection will be successful in any given case, since the laws in Taiwan do not protect proprietary rights as fully as in the United States.

As of the date of this prospectus, our intellectual property rights have not been subject to any adverse claims for infringement upon third parties’ trademarks, licenses, and other intellectual property rights in Taiwan. We have not been involved in any litigation or other claims related to any third party’s intellectual property rights.

The chart below presents information about the trademark that we have the authority to use through certain licensing agreements with the inventors.

____________

(1)      Our Ninja Whisky series, including the Yamato Ninja Edition, is a unique blend that pays homage to the legendary ninja warriors of ancient Japan. The trademark for this series is crucial as it protects our brand identity and reinforces our market positioning. We were granted with a trademark license regarding the “Ninja” trademark pursuant to the trademark license agreements entered into between Agencia Taiwan and 芳華株式会社 and 瀨古酒造株式会社 (both are Japanese wineries, and each a related party wholly owned by our founder, chief executive officer and chairman, Mr. Tsai Yi Yang).

EMPLOYEES

As of the date of this prospectus, we have 8 full-time employees on our payroll, among which 2 in warehouse, 1 in finance, 1 in management, 1 in accounting, 1 in administrative, 1 in general affairs and 1 in sales:

We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.

OUR PROPERTY AND FACILITIES

Our principal executive office is located at No. 65, Ln. 114, Xishi Rd., Xi’an Vil., Fengyuan Dist. Taichung City 42061, Taiwan (R.O.C.). As of the date of this prospectus, the Company’s leases are the following:

INSURANCE

We have purchased the following insurance:

LEGAL PROCEEDINGS

We may be subject to legal disputes and subject to claims that arise in the ordinary course of business. As of the date of this prospectus, we are not a party or subject to any pending legal proceedings the resolution of which we expect to have a material adverse effect on our business, operating results, cash flows or financial condition.

REGULATIONS

We are subject to a variety of Taiwan laws, rules and regulations across a number of aspects of our business. This section sets forth a summary of the most significant laws and regulations that are applicable to our current business activities within the territory of Taiwan.

TAIWAN REGULATION

Regulations on Company Establishment

The establishment, operation and management of companies in Taiwan is governed by the Taiwan Company Act, which was latest amended on December 29, 2021. There are four types of companies in Taiwan: unlimited company, unlimited company with limited liability shareholders, limited company and company limited by shares. Unlimited company and unlimited company with limited liability shareholders are rarely used in practice; a company limited by shares is the most common form of business undertaken for foreign investors in Taiwan. The Taiwan Company Act applies to both Taiwan domestic companies and foreign-invested companies, unless otherwise provided in the relevant foreign investment laws and regulations.

Our Taiwan Operating Subsidiary is a company limited by shares, and our Taiwan Operating Subsidiary has been current with its corporate filings with the Administration of Commerce, Ministry of Economic Affairs, Taiwan.

Regulations on Foreign Investment

The principal regulations governing foreign investments in Taiwan are the Statute for Investment by Foreign Nationals, the Regulations for Verification of Investment by Overseas Chinese and Foreign Nationals, and the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals. In order to efficiently provide services and manage foreign investments, Taiwan government has specifically established the Department of Investment Review under the Ministry of Economic Affairs.

All investments made by foreign nationals within the territory of Taiwan must comply with the provisions of the Statute for Investment by Foreign Nationals and receive permission from the Department of Investment Review. According to the administrative ordinance “Negative List for Investment by Overseas Chinese and Foreign Nationals” issued by the Department of Investment Review, Taiwan maintains a negative list of industries closed to foreign investment as the authorities determine that they relate to national security, public order, good moral, or national health, including public utilities, power distribution, natural gas, postal service, telecommunications, mass media, and air and sea transportation.

Regulations on Merger and Acquisition

The main laws and regulations governing merger and acquisition (“M&A) activities in Taiwan are the Business Merger and Acquisitions Act, the Company Act, the Securities and Exchange Act and the Fair Trade Act.

The competent authority in charge of the regulations in relation to M&A is the Ministry of Economic Affairs. The main regulatory body in charge of public M&A transactions is the Securities Futures Bureau of the Financial Supervisory Commission, the government agency in charge of public companies. Other relevant regulatory bodies include the Fair Trade Commission, the authority in charge of antitrust clearance, and the Department of Investment Review, the authority in charge of reviewing foreign and PRC investments. If the M&A target holds any special license, the transaction may also be subject to the review of the authority in charge of such special license.

Except for certain specific sensitive activities, foreign investments in a Taiwan listed company are generally not restricted in Taiwan but are subject to the prior approval from the Department of Investment Review if a foreign investor wants to acquire 10% or more of the shares of a Taiwan listed company in a single tranche. The approval must be obtained before the completion of the transaction.

Regulations on Building Construction and Use

Under the Building Act, a building license is required for new construction, extension, reconstruction or repair of buildings. A usage license is required for usage. When alterations of usage occur after a building is constructed, such as in alterations of usage class, structure, fire-protection facilities, and parking spaces or other alteration to the originally approved usage, a usage alteration license shall be applied for.

Further, under the Building Act, users of public buildings shall entrust professional institutions or persons recognized by the central construction authority to perform inspection and attestation periodically. Such inspection and attestation results shall be reported to the authority.

Regulations on Importation and Storage of Alcoholic Beverages

The primary laws and regulations governing the distribution and processing of alcoholic beverages in Taiwan are the Tobacco and Alcohol Administration Act and its relevant regulations. Pursuant to this Act, a permit is required to conduct an alcoholic beverages import business in Taiwan. The import business permit for alcoholic beverages does not have a fixed term but can be revoked under the following conditions: (1) the annual fee is not paid within the statutory period; (2) the business or its representative produces or imports alcoholic beverages without a permit; (3) the business or its representative produces or imports alcoholic beverages that violate the Hygiene Standards for Alcohol Products or the CNS standards for editable alcohol; (4) the business or its representative is convicted of a crime under Tax Collection Act; (5) the representative has been a representative of another alcoholic beverages import business whose permit was revoked; (6) the business closes alcoholic beverages import business does not conduct alcoholic beverages import business for two consecutive years. Importation of alcoholic beverages is subject to an inspection by the Tobacco and Alcohol Management Division, where the authority inspects all requisite documents for the importation of alcoholic beverages and examines the imported alcohol products to ensure they meet the statutory hygiene standards and labeling regulations. After successful inspection and payment of customs duties and sale taxes, the imported alcohol products are released from the custom and the importation process is completed. Imported alcohol products that fail the inspection and re-inspection may be re-exported or destroyed by the custom.

Regulations on Distribution or Processing of Alcoholic Beverages

A permit is not necessary for retail or distribution of alcoholic beverages pursuant to the Tobacco and Alcohol Administration Act. However, alcoholic beverages importers, retailers, and distributers must comply with hygiene standards, labeling regulations, and advertising regulations for their alcohol products. Failure to comply with such regulations may result in fines and other administrative sanctions.

Regulations on Intellectual Property Rights

Patent Protection

Pursuant to the Patent Act, amended on May 4, 2022, there are three types of patents in Taiwan: invention patents, utility model patents, and design patents, the respective patent terms of which are 20, 10, and 15 years, all calculated from the filing date of a patent application, while the patent rights are actionable from the issue date of the patent.

Copyright

The Copyright Act provides that original copyrightable works shall enjoy exclusive rights automatically upon their completion, with no form of registration required. The competent authority for the application and registration of trademarks is the Taiwan Intellectual Property Office (“TIPO”) under the Ministry of Economic Affairs. Basically, the economic rights endure for the life of the author and fifty years after the author’s death; the economic rights in works authored by a juristic person endure for fifty years after the public release of the work.

Since 1985, a work receives copyright protection in Taiwan upon its completion, and copyright registration is no longer a condition to receive such protection. In 1998, the voluntary copyright recordation was further abolished. In order to reduce a copyright owner’s burden of proof, Article 13 of the Copyright Act adopts a mechanism to shift the burden of proof. If a person’s name is stated as the copyright owner or a publication date or place is stated in an ordinary way on the reproductions of a work or when the work is published, the copyright of the work will be presumed to belong to such person and the work will be presumed to be published on such date or in such place. However, the claimed copyrights may be challenged by the counterparty in the court proceedings. Given that, it is recommended to preserve relevant evidence by having it notarized by a notary public. For important copyrighted work, it is recommendable to obtain a copyright certificate issued by a copyright owners’ organization so as to serve as prima facie evidence of the completion and ownership of the copyright. However, it is important to note that such private organizations do not and cannot conduct any substantive examination of the copyrightability of a work. Notwithstanding the above, there is no standard way to state relevant information or prove copyright ownership. In addition, if a defendant produces any

evidence to prove the contrary, the plaintiff would still bear the burden of proof and thus should submit documents on the creation process or other proof of the authorship or copyright ownership. Therefore, when a work’s copyrightable is being challenged, only a court will have a final say over such dispute on a case-by-case basis.

Trademarks

Trademark rights in Taiwan are governed by the Trademark Act. The competent authority for the application and registration of trademarks is the TIPO. Types of protection include trademarks, certification marks, collective membership marks and collective trademarks. The trademarks which are registered are protected for 10 years from publication in the Trademark Gazette. This term may be extended successively every 10 years via application for renewal.

Trade Secrets

The Taiwan Trade Secret Act mainly governs the following items: (1) the required elements of a trade secret; (2) ownership of a trade secret; (3) the licensing of a trade secret; (4) misappropriation of a trade secret; (5) the civil remedy and criminal penalty for the misappropriation of a trade secret; (6) the issuance of a protective order during criminal investigation. Pursuant to the Trade Secret Act, the information that can be protected under the Trade Secret Act is defined as any method, technique, process, formula, program, design, or other information that may be used in the course of production, sale or operation, and must meet the following requirements: (1) secrecy; (2) economic value; and (3) reasonable measures to maintain secrecy. Under the Trade Secret Act, the types of misappropriation include acquisition, use and divulging of a trade secret by unlawful means. The Trade Secret Act provides civil remedies and criminal penalties for trade-secret misappropriation.

Regulations on Consumer Protection

In Taiwan, the main regulation governing the consumer protection is the Consumer Protection Act. Pursuant to the Consumer Protection Act, a manufacture or a service provider shall be liable for any damage caused by its products or services, unless it is able to prove that the products or services have met and complied with the contemporary technical and professional standards of reasonably expected safety requirements prior to the launching of such products or services into the market. Furthermore, if the products or services may endanger consumers’ lives, bodies, health or property, they shall be labelled in a conspicuous place with a warning and the methods for emergency handling of such danger. If an enterprise fails to perform its labelling obligations in this regard, it will be held liable for the damage caused thereby.

Regulations on Environmental Protection

The bedrock of environmental protection in Taiwan is the Basic Environment Act. In addition to the Basic Environment Act, Taiwan regulations regulate each type of pollution by a different set of regulations, including the Soil and Groundwater Pollution Remediation Act, the Waste Disposal Act, the Air Pollution Control Act, the Water Pollution Control Act, and Toxic and Concerned Chemical Substances Control Act. The competent authority governing the environmental regulations is the Environmental Protection Agency (EPA). Failure to comply with such regulations may result in fines and other administrative sanctions.

Regulations on Foreign Currency Exchange

The principal regulation governing foreign currency exchange in Taiwan is the Foreign Exchange Regulation Act, amended on April 29, 2009. Pursuant to the Foreign Exchange Regulation Act, Taiwan Dollars amounting under the amount of NTD500,000 are freely convertible no matter what transaction they are in relation with. On the other hand, the transactions involving NTD500,000 or more or its equivalent in foreign currency shall fulfill certain obligations as provided in the Regulations Governing the Declaration of Foreign Exchange Receipts and Disbursements or Transactions.

Under the Regulations Governing the Declaration of Foreign Exchange Receipts and Disbursements or Transactions, for those foreign exchange transactions which amounts more than NTD500,000 and relates to the sales of goods or provision of services, such transaction shall be declared through filing a declaration statement. For those foreign exchange transactions which are not related to the sales of goods or provision of services, ranging from NTD500,000 to US$100 million, such transaction shall be declared through filing a declaration statement, and providing supporting documents, such as contracts or letters of approval, to the bank. For those foreign exchange transactions which are not related to the sales of goods or provision of services, amounting more than US$100 million, such transaction shall be declared through filing a declaration statement, providing supporting documents to the bank, and obtaining the approval of Taiwan CBC.

The alternative minimum tax (“AMT”) imposed under the Taiwan Income Basic Tax Act is a supplemental income tax which applies if the amount of regular income tax calculated pursuant to the Taiwan Income Tax Act and relevant laws and regulations is below the amount of basic tax prescribed under the Taiwan Income Basic Tax Act. The taxable income for calculating AMT includes most income that is exempt from income tax under various legislations, such as capital gains from qualified securities and future transactions. The prevailing AMT rate for business entities is between 12% to 15%, which is determined by the Executive Yuan based on the economic circumstance.

According to the Taiwan Income Tax Act, a withholding tax rate of 21% shall generally be applicable to dividends distributed to non-Taiwan resident enterprise/individual investors. The withholding tax on the dividends may be reduced pursuant to a tax treaty between Taiwan and the jurisdictions in which the non-Taiwan shareholders reside. Taiwan currently has a treaty network with 35 countries.

MANAGEMENT

Our directors, executive officer, and key employees are listed below. Each director holds office for the term, if any, fixed by the resolution of shareholders or resolution of directors appointing him or her, or until such director’s resignation or removal. If a director’s appointment does not have a fixed term, the director serves indefinitely until his or her resignation or removal. An officer is elected by the Board of Directors and the officer’s term in office is, except to the extent governed by an employment contract, at the discretion of the Board of Directors.

____________

*        This individual has indicated his or her consent to occupy such a position, effective immediately upon the effectiveness of our registration statement, of which this prospectus is a part.

The following is a brief biography of our executive officer, directors, and director nominees:

Mr. Tsai Yi Yang is our founder and has been serving as our director, Chief Executive Officer since March 2025. Mr. Tsai has served as our Chairman of the Board of Directors since [•]. Mr. Tsai brings over 10 years of experience in the alcoholic beverage distribution sector in Taiwan, and is responsible for the overall business management of our Company. Mr. Tsai graduated from National Dong Hwa University in Taiwan, where he majored in Financial Accounting. From 2020 to the date of this prospectus, he has been the general manager of Agencia Comercial Co., Ltd where he leverages his expertise to drive growth and explore business opportunities. From January 2024, he held the position of representative director at 日本芳華株式會社. Since 2019, he served as the representative of Xiamen Celtic Culture Co., focusing on distribution and marketing of alcoholic beverages. From 2017 to 2019, he held the position of managing director at Relaxandrinks Limited, where he was instrumental in implementing strategic initiatives. He was reappointed to the same position at Relaxandrinks Limited in 2020 and continues in this role to the present. From 2014, Mr. Tsai worked as a sales representative at Ping Shiang Business Corporation. In 2017, he was promoted to the office of business manager, where he developed his skills in operational management and business strategy. In 2021, he became a shareholder of Ping Shiang Business Corporation.

Mr. Wong Man Ue, Nick, has been serving as our Chief Financial Officer since March 2025, bringing over 16 years of extensive experience in accounting and auditing, and will be appointed as our director with effective upon effectiveness of the registration statement on Form F-1. Nick graduated from Southern Cross University in Australia, majoring in accounting. Prior to joining our company, he was a co-founder and managing partner of a public accounting firm, where he provided corporate advisory services. He has also served as the Chief Financial Officer of Boill Healthcare Holdings Limited (HKEX stock code: 1246). Nick is a member of CPA Australia (CPAA) and the Hong Kong Institute of Certified Public Accountants (HKICPA). His professional background and qualifications make him an invaluable asset to our team, ensuring robust financial management and strategic leadership.

Upon the effectiveness of the registration statement on Form F-1, Mr. John Robert Fiore will be appointed as an Independent Director. Since 2005, he serves as a president of Fiore & Company, an international law firm specializing in plaintiff’s civil litigation, federal and state whistleblower claims, and international human rights claims. John graduated from Pennsylvania State University with a degree in political science and possess a juris doctor degree awarded by University of Pennsylvania. He also served as an attorney at Kessler, Massey & Levy in Miami from 1995 to 2004, and at Horm, Kaplan & Goldberg in Philadelphia from 1991 to 1994. Since 2015, John has expanded his reach beyond his career as an attorney to become an author, audiobook producer, and narrator. Currently, John is licensed to legal practice in New York and Florida.

Upon the effectiveness of the registration statement on Form F-1, Mr. Patrick Man Shun Wong will be appointed as an Independent Director. He is a co-founder of WWC Professional Corporation Limited CPA and brings over 10 years of public accounting experience to his role. Patrick graduated from the University of California at San Diego with a degree in Economics. Prior to co-founding the firm, he spent several years working in Silicon Valley at companies including NetSuite and Cable & Wireless, gaining extensive experience in the high tech industry. During his tenure with the firm, Patrick has served clients across a diverse range of industries and sectors, including

financial services, construction, governmental agencies, and non-profit organizations. He specializes in audit services, particularly for Chinese enterprises seeking to be listed in the U.S. stock market through Initial Public Offerings (IPOs) or Reverse Takeovers (RTOs). Patrick assists many Chinese enterprises in resolving complex accounting issues raised by the SEC to secure stock registration. He holds the license of Certified Public Accountant from the United States and is a member of the American Institute of Certified Public Accountants (AICPA) and the Hong Kong Institute of Certified Public Accountants (HKICPA).

Upon the effectiveness of the registration statement on Form F-1, Ms. Lee Su-Jung will be appointed as an Independent Director. Ms. Lee has held key positions in the spirits industry. She serves as Board Director at both Taiwan Taitung Chishang Distillery since November 2022 and Julee International Co. & Ltd. since June 2021. Ms. Lee also serves as CEO at PICT International Co. & Ltd. since August 2017. In 2013, Ms. Lee served at Conttingham Group Ltd. As representative vice president, and in the same year, she achieved a significant milestone by becoming the first female Keeper of the Quaich in Greater China. Since September 2007, she has been actively involved as an International Spirit Judge in prestigious competitions worldwide, including the International Wine and Spirit Competition in London, the Internationaler Spirituosen Wettbewerb in Germany, the San Francisco World Spirit Competition, the Las Vegas Global Spirit Awards and American Distilling Institute in the US.

EMPLOYMENT AGREEMENTS AND INDEMNIFICATION AGREEMENTS

Agencia Cayman has entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based, if applicable. The executive officer may resign at any time with an advance written notice.

Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for six months following the last date of employment. Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; or (ii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us and with whom the executive officer has had material dealings or was directly managed by or reported to within the period of twelve months immediately prior to the date of the executive officer’s termination, without our express consent.

We will also enter into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being our director or officer.

CORPORATE GOVERNANCE

Controlled Company

Upon completion of this offering, our Controlling Shareholders, through Ping Shiang Business Ltd will beneficially own [14,500,000] Class A Ordinary Shares, approximately [73.93]% of our outstanding Class A Ordinary Shares (or [72.95]% of our outstanding Class A Ordinary Shares assuming the underwriters exercise their over-allotment option in full) and [14,500,000] Class B Ordinary Shares, representing [96.89]% (or [96.74]%,

assuming the underwriters exercise their over-allotment option in full) of the aggregate total voting power of our then total issued and outstanding share capital. As a result, we may be deemed a “controlled company” within the meaning of the Nasdaq listing rules. If we are deemed a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

•        the requirement that a majority of the board of directors consist of independent directors;

•        the requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees;

•        the requirement that a listed company have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•        the requirement for an annual performance evaluation of the nominating and governance committee and compensation committee.

Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are deemed a controlled company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Board of Directors

Our board of directors will consist of five directors, including two executive directors and three independent directors. The powers and duties of our directors include convening general meetings and reporting our board’s work at our shareholders’ meetings, declaring dividends and distributions, determining our business and investment plans, appointing officers and determining the term of office of the officers, preparing our annual financial budgets and financial reports, formulating proposals for the increase or reduction of our authorized capital as well as exercising other powers, functions and duties as conferred by our articles of association. A director may exercise all the powers of our company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of our company or of any third party. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his interest at a meeting of our directors. A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered. A general notice given to the directors by any director to the effect that he is a member or officer of any specified company or firm and is to be regarded as interested in any contract or arrangement with that company or firm or a specified person who is connected with him shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest, provided that no such notice shall be effective unless either it is given at a meeting of the board of directors or the director takes reasonable steps to secure that it is brought up and read at the next board meeting after it is given.

None of our directors has a service contract with us that provides for benefits upon termination of service.

Committees of the Board of Directors

Prior to the completion of this offering, we intend to establish an audit committee, a compensation committee and a nominating and corporate governance committee under the board of directors. We intend to adopt a charter for each of the three committees prior to the completion of this offering. Each committee’s members and functions are described below.

Audit Committee.    Our audit committee will consist of Mr. Patrick Man Shun Wong, Mr. John Robert Fiore and Ms. Lee Su-Jung, and will be chaired by Mr. Patrick Man Shun Wong. Mr. Patrick Man Shun Wong, Mr. John Robert Fiore and Ms. Lee Su-Jung satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as

Interested Transactions

A director may, subject to applicable Nasdaq rules and disqualification by the chairman of the relevant board meeting, vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he or she may be interested therein, provided that the nature and extend of any material interest in such contract or transaction or proposed contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.

Compensation of Directors and Executive Officers

For the year ended December 31, 2023 and 2024, no cash has been paid by us to our executive officers and directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. We did not grant any stock options or restricted stock units to our named executive officers or directors in 2023 and 2024. Our Taiwan Operating Subsidiary is required by Taiwan laws to make contributions equal to certain percentages of its employee’s salary for his or her labor insurance, national health insurance, employment insurance, occupational accident insurance and labor pension.

Code of Business Conduct and Ethics

Our board of directors will adopt a code of business conduct and ethics, which is to be filed as an exhibit of the registration statement of which this prospectus forms a part and applicable to all of our directors, officers and employees. We will make our code of business conduct and ethics publicly available on our website prior to the initial closing of this offering.

In addition, our board of directors will adopt a set of corporate governance guidelines covering a variety of matters, including approval of related party transactions prior to the effectiveness of our registration statement on Form F-1, of which this prospectus is a part.

Qualification

There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders by ordinary resolution.

Insider Participation Concerning Executive Compensation

Our board of directors will be making all determinations regarding executive officer compensation from the inception of the Company. When established, our compensation committee will determine regarding executive officer compensation.

PRINCIPAL SHAREHOLDERS

The following table sets forth information concerning the beneficial ownership of our Ordinary Shares as of the date of this prospectus by:

•        each of our directors and executive officers; and

•        each person known to us to beneficially own more than 5% of our ordinary shares.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of Ordinary Shares beneficially owned by a person and the percentage ownership of that person, we have included Ordinary Shares that the person has the right to acquire within sixty (60) days, including through the exercise of any option, warrant, or other right or the conversion of any other security. These Ordinary Shares, however, are not included in the computation of the percentage ownership of any other person. The percentage of beneficial ownership of our Ordinary Shares immediately after the completion of this offering is based on the Ordinary Shares that will be issued and outstanding which includes (i) [17,864,000] Class A Ordinary Shares and [14,500,000] Class B Ordinary Shares outstanding as of the date of this prospectus; and (ii) [1,750,000] Class A Ordinary Shares issued in connection with this offering, assuming the underwriters do not exercise their option to purchase additional Class A Ordinary Shares. Unless otherwise noted, the business address for each of our directors and executive officers is No. 65, Ln. 114, Xishi Rd., Xi’an Vil., Fengyuan Dist., Taichung City 42061, Taiwan (R.O.C.).

____________

Notes:

†        Beneficial ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance with the rules and regulations of the SEC.

*        For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the total number of shares outstanding as of the date of this prospectus.

(1)      Pursuant to the reorganization, Ping Shiang Business Ltd, a limited liability company incorporated under the laws of the British Virgin Islands, is the record holder of the shares reported herein. Ping Shiang Business Ltd is owned as to 82% by Mr. Tsai Yi Yang, our Chairman and Chief Executive Officer and 18% by Ms. Lee Li Mei, the mother of Mr. Tsai Yi Yang. By virtue of Mr. Tsai Yi Yang and Ms. Lee Li Mei’s control over Ping Shiang Business Ltd, each of them may be deemed to beneficially own shares held by Ping Shiang Business Ltd. The registered office of Ping Shiang Business Ltd is located at Mandar House, 3rd Floor Johnson’s Ghut, Tortola British Virgin Islands.

None of our shareholders has informed us that it is affiliated with a registered broker-dealer or is in the business of underwriting securities. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. See “Description of Share Capital — History of Securities Issuances” for historical changes in our major shareholders.

RELATED PARTY TRANSACTIONS

Before the completion of this offering, we intend to adopt an audit committee charter, which will require the committee to review all related-party transactions on an ongoing basis and all such transactions be approved by the committee. Set forth below are material related-party transactions in the years ended December 31, 2022, 2023 and 2024 and as of the date of this prospectus.

TRANSACTIONS WITH RELATED PARTIES

Set forth below are our material related parties transactions that occurred during the fiscal years ended December 31, 2022, 2023 and 2024 and as of the date of this prospectus. The “related party transactions” are transactions identified in accordance with the rules prescribed under Part I, Item 7B of Form 20-F. Please see “Note 11 Related Party Transactions and Balances” from page F-21 for more details.

a)      The Company had the following balances with related parties as of year-end date:

____________

(1)      As of December 31, 2023, December 31, 2024, and the date of this prospectus, the balance represented the working capital advance provided by Mr. Tsai Yi Yang. The balance was unsecured, interest-free and no fixed repayment terms.

(2)      As of December 31, 2023, December 31, 2024, and the date of this prospectus, the balance represented the rental deposits paid to Mr. Tsai Yi Yang for the warehouse at No. 162-10, Shengang Rd., Shengang Dist., Taichung City, with the lease starting from January 1, 2023, and for the warehouse at No. 23-1, Shenzun Rd., Shengang Dist., Taichung City, with the lease starting from January 1, 2025.

(3)      As of December 31, 2024, and the date of this prospectus, the balance represented the rental deposit paid to Ms. Lee Li Mei for the warehouse at No. 65-2, Shenlin Rd., Shengang Dist., Taichung City, with the lease starting on August 1, 2024.

(4)      As of December 31, 2022, the balance represented the accounts receivable from Xiamen Celtic Culture Communication for the sales of whisky products. The full amount was subsequently settled in 2023.

(5)      As of December 31, 2022, the balance represented the payments made on behalf of Xiamen Celtic Culture Communication. The full amount was subsequently settled in 2023.

(6)      As of December 31, 2023, the balance represented the receipts in advance from Xiamen Celtic Culture Communication for whisky product sales. The whisky products were subsequently delivered, and the full amount was recorded as sales in 2024.

(7)      As of December 31, 2024, the balance represented the accounts receivable from Ding Yi International Co., Ltd for whisky product sales. The full amount was subsequently settled in 2025.

(8)      As of the date of this prospectus, the balance represented the franchise fee receivables from Ding Yi International Co., Ltd.

(9)      As of the date of this prospectus, the balance represented the working capital advance provided by Ding Yi International Co., Ltd. The balance was unsecured, interest-free and no fixed repayment terms.

(10)    As of December 31, 2022, the balance represented the working capital advance provided to Ping Shiang Business Corporation. The balance was unsecured, interest-free and no fixed repayment terms. The full amount was subsequently settled in 2023.

(11)    As of the date of this prospectus, the balance represented the working capital advance provided by Ping Shiang Business Corporation. The balance was unsecured, interest-free and no fixed repayment terms.

(12)    As of December 31, 2024, the balance represented the prepayment paid to 芳華株式会社 for licensing the “忍者” trademark. The total agreement amount was JPY7,500,000 (equivalent to US$55,811), of which JPY6,700,000 (equivalent to US$45,044) was prepaid. The remaining balance was settled in February 2025. Upon the effectiveness of the license agreement, the amount was capitalized as an intangible asset in 2025, reflecting the fair value of the licensing rights acquired.

(13)    As of the date of this prospectus, the balance represented the advance payment to 瀨古酒造株式会社 for inventory purchases.

b)      During the years presented, the Company had the following transactions with related parties: