As filed with the Securities and Exchange Commission on August 13, 2025

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

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JM Group Limited
(Exact name of registrant as specified in its charter)

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Unit 812, 8/F, Harbour Center Tower 1,
1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong
Tel: +852 2770 2712

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

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Puglisi & Associates

850 Library Ave., Suite 204

Newark, Delaware 19711

Telephone: (302) 738-6680

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

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With a Copy to:

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

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

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

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

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

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

Emerging growth company ☒

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

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

3,750,000 Ordinary Shares

JM Group Limited

This is a firm commitment initial public offering of 3,750,000 ordinary shares of JM Group Limited (the “Company” or “JM Group”, and when referring to the consolidated company including the Company’s subsidiaries, “we”, “us”), par value $1.00 per share (“Ordinary Shares”). The estimated initial public offering price for the Ordinary Shares in the offering is expected to be between $4 and $5 per Ordinary Share.

JM Group will reserve the symbol “[•]” for the purpose of listing its Ordinary Shares on NYSE American. This offering is contingent upon the final approval from the New York Stock Exchange (the “NYSE”) for the listing of JM Group’s Ordinary Shares on NYSE American. JM Group will not proceed to consummate this offering if NYSE denies its listing application. However, there can be no guarantee or assurance that the offering will be closed and JM Group’s Ordinary Shares will be approved for trading on NYSE American.

Investing in JM Group’s Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 24 of this prospectus to read about factors you should consider before buying JM Group’s Ordinary Shares.

JM Group is a holding company incorporated in the British Virgin Islands (“BVI”). As a holding company with no material operations, JM Group’s operations are conducted by its wholly-owned subsidiary, JM Manufacturing (HK) Limited (“JM Manufacturing HK”), in Hong Kong, a special administrative region of the People’s Republic of China (the “PRC”). This is an offering of the Ordinary Shares of JM Group, the holding company incorporated in BVI, instead of shares of JM Manufacturing HK, JM Group’s operating entity in Hong Kong. You may never directly hold any equity interest in JM Group’s operating entity.

Our corporate structure may involve unique risks to investors. We are not based in mainland China and do not have operations or generate revenue in mainland China, except that the manufacturers that manufacture our products are located in mainland China. We currently do not have or intend to set up any subsidiary in mainland China, and do not foresee the need to enter into any contractual arrangements with a variable interest entity (“VIE”) to establish a VIE structure in mainland China. For the fiscal years ended September 30, 2024 and 2023, we generated all our revenues from Hong Kong. For the six months ended March 31, 2025 and March 31, 2024, we generated all our revenues from Hong Kong.

Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”.

However, in light of the PRC government’s recent expansion of authority in Hong Kong, we may be subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong, and it is possible that all the legal and operational risks associated with being based in and having operations in mainland China may also apply to operations in Hong Kong at any time with little or no advance notice. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like JM Group. Such governmental actions, if and when they occur: (i) could significantly limit or completely hinder our ability to continue our operations; (ii) could significantly limit or completely hinder our ability to offer or continue to offer JM Group’s Ordinary Shares to investors; and (iii) may cause the value of JM Group’s Ordinary Shares to significantly decline or become worthless.

Although we do not operate our business in mainland China, we are also aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what

existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. In addition, due to long arm provisions under the current laws and regulations of mainland China, there remains regulatory uncertainty with respect to whether in the future we will be required to obtain permissions or approvals from the authorities of mainland China to operate our business or to list JM Group’s securities on the U.S. exchanges and offer securities. In the event that the PRC regulatory authorities disallow our business structure, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong, and our ability to offer or continue to offer securities to investors, and could cause the value of such securities to significantly decline or become worthless. See “Risk Factors — Risks Related to Doing Business in Hong Kong — All of JM Manufacturing HK’s operations are in Hong Kong. However, due to the long arm provisions under the current laws and regulations of mainland China, the government of mainland China may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, and may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or the value of JM Group’s Ordinary Shares. The government of mainland China may also intervene or impose restrictions on JM Group’s ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the government of mainland China may also be quick with little or no advance notice and our assertions and beliefs of the risk imposed by the legal and regulatory system of mainland China cannot be certain” on page 39 of this prospectus for more information.

As of the date of this prospectus, on the basis that (i) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, (ii) we do not have any business operations in mainland China, except that we collaborate with supplying manufacturers located in mainland China to manufacture our products, (iii) none of our customers are located in mainland China, and (iv) we possess personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (iv) only, including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC, we believe we are currently not required to obtain any permission or approval from the Cyberspace Administration of China (the “CAC”) or any other governmental authorities of mainland China to operate our business or to list JM Group’s securities on the U.S. exchanges and offer securities, nor have we been denied of any permissions or approvals from the authorities of mainland China.

Article 15 of the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, promulgated by the China Securities Regulatory Commission (the “CSRC”) on February 17, 2023 and became effective on March 31, 2023, provides that if the issuer both meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by a mainland China company and such issuer shall fulfill the CSRC filing procedure prior to its listing on the foreign stock markets: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by mainland China companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. Based on the facts that (i) we do not operate any entities in mainland China and the operating revenue, total profit, total assets or net assets as documented in JM Group’s audited consolidated financial statements for the most recent fiscal year is accounted for by our Hong Kong subsidiary, JM Manufacturing HK located outside mainland China; (ii) we do not have any equity interest in any supplying manufacturer located in mainland China and vice versa; and (iii) we conduct a majority of our business and are headquartered in Hong Kong rather than in mainland China, and our senior management team are not PRC citizens nor have their residence located inside mainland China, we believe that it is unlikely that we meet the criteria as set forth in Article 15 of the Overseas Listing Trial Measures, and are required to fulfill the filing procedures with the CSRC to list JM Group’s securities on a U.S. securities exchange or issue securities to foreign investors. However, as the Overseas Listing Trial Measures were newly published and CSRC has the final interpretation right of the Overseas Listing Trail Measures, there are substantial uncertainties that the CSRC may take a view that is contrary to our understanding of the Overseas Listing Trial Measures because the Overseas Listing Trial Measures adopts the principle of “substance over form” regarding the determination of “indirect overseas offering and listing by a domestic company,” over which the CSRC may have substantial discretions.

Based on the foregoing, we do not currently expect the laws and regulations of mainland China to have any material impact on our business, financial conditions or results of operations and we are currently not subject to the government of mainland China’s direct influence or discretion over the manner in which we conduct our business activities outside of mainland China.

Furthermore, Tian Yuan Law Firm LLP, JM Group’s Hong Kong counsel, has advised JM Group that, as of the date of this prospectus, JM Group is not required to obtain any permission or approval from the governmental authorities of Hong Kong to list on the U.S. exchanges and offer securities and we have obtained all necessary licenses, permissions or approvals including the business registration certificate from the governmental authorities of Hong Kong to operate our business and to the best of our knowledge, no license, permission or approval has been denied.

Nevertheless, if we (i) do not receive or maintain such permissions or approvals, should such permissions or approvals be required in the future by the government of mainland China or Hong Kong, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we may be unable to obtain such permissions or approvals in a timely manner, or at all, and may face regulatory actions or other sanctions from the CSRC, the CAC or other PRC or Hong Kong regulatory authorities if we fail to fully comply with any new regulatory requirements. Consequently, our operations and financial condition could be materially adversely affected, and JM Group’s ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and become worthless. If there is significant change to current political arrangements between mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like us, it may result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Ordinary Shares to significantly decline or become worthless. See “Risk Factors — Risks Related to Our Corporate Structure” beginning on page 37 and “Risk Factors — Risks Related to Doing Business in Hong Kong” beginning on page 39 of this prospectus for more information.

In addition, JM Group’s Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter market under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect JM Group’s auditors for three consecutive years. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 (the “Determination Report”) which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) mainland China of the PRC, and (ii) Hong Kong; and such report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, a Statement of Protocol was signed by the PCAOB, the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in mainland China and Hong Kong (the “Statement of Protocol”). Pursuant to the Statement of Protocol, the PCAOB conducted inspections on selected registered public accounting firms subject to the Determination Report in Hong Kong between September and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. At the same time, the PCAOB also made it clear that it does not have to wait another year to reassess its determinations. Should the PCAOB deem that the PRC authorities obstruct or otherwise fail to facilitate its access in any way and at any point in the future, the PCAOB has the right to act immediately to consider the need to issue a new determination and vacate its determination issued on December 15, 2022. Should that happen, we could be named as a “Covered Issuer” and if the PCAOB determines that our auditor has not been subject to PCAOB inspections for two consecutive years already, it could require the SEC to prohibit our securities from trading on any U.S. stock exchanges. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Our auditor, WWC, P.C., is headquartered in San Mateo, California, and has been inspected by the PCAOB on a regular basis. Our auditor is not headquartered in mainland China or Hong Kong and was not identified as a firm subject to the PCAOB’s determination. JM Group’s auditor is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess JM Group’s auditor’s compliance with the applicable professional standards with the last inspection in November 2024. Notwithstanding the foregoing, in the event that, in the future, the PCAOB determines that it is not able to fully conduct inspections

of JM Group’s auditor for two consecutive years, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, trading of its securities on a national securities exchange or in the over-the counter market may be prohibited under the HFCA Act and JM Group’s access to the U.S. capital markets may be limited or restricted. On June 22, 2021, the U.S. Senate passed the AHFCAA, which would reduce the period of time for foreign companies to comply with the PCAOB audits to two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. The delisting of JM Group’s Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. See “Risk Factors — Risks Related to JM Group’s Ordinary Shares and This Offering — Although the audit report included in this prospectus is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in JM Group’s securities may be prohibited under the HFCA Act if the SEC subsequently determines JM Group’s audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as NYSE American, may determine to delist JM Group’s securities. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.” on page 47 of this prospectus for more information.

JM Group is permitted under the laws of BVI to provide funding to its subsidiary JM Manufacturing HK through loans or capital contributions without restrictions on the amount of the funds. Save for a BVI company meeting the solvency test set out in section 56 of the BVI Act, there are no restrictions or limitation under the laws of BVI on JM Group’s ability to distribute earnings from its businesses, including subsidiary, to the U.S. investors. JM Manufacturing HK is permitted under the laws of Hong Kong to provide funding to JM Group through dividend distribution without restrictions on the amount of the funds. Both JM Group and JM Manufacturing HK currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Neither JM Group nor its subsidiary has any dividend payout policy, and each entity needs to comply with applicable law or regulations with respect to transfer of funds, dividends and distributions with other entities. Any future determination related to JM Group’s dividend policy will be made at the discretion of JM Group’s board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

As of the date of this prospectus, JM Manufacturing HK has distributed dividends as follows: On October 31, 2021, JM Manufacturing HK declared a per share dividend of HKD885 (US$113) to its then sole shareholder, Mr. Ting, which was paid in full in a total amount of HKD8,850,000 (US$1,130,152) to the shareholder on October 31, 2021; On October 31, 2022, JM Manufacturing HK declared a per share dividend of HKD900 (US$115) to its then sole shareholder, Mr. Ting, which was paid in full in a total amount of HKD9,000,000 (US$1,149,308) to the shareholder on October 31, 2022. For the impact of the dividend payment on the financial conditions of the Company, see “Note 17 — Equity — Dividend” on page F-25 of this prospectus for further information. If JM Group determines to pay dividends on any of its Ordinary Shares in the future, as a holding company, JM Group will be dependent on receipt of funds from JM Manufacturing HK. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by JM Group’s Hong Kong subsidiary, JM Manufacturing HK.

As of the date of this prospectus, the Company and JM Manufacturing HK have not experienced any difficulties or limitations on their ability to transfer cash between each other; they do not maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance of currencies out of Hong Kong. However, if the PRC government, in the future, imposes any restriction or limitation on transfer of cash or assets out of Hong Kong, the ability of JM Group’s Hong Kong subsidiary to pay dividends or make other distributions to JM Group could be limited, which could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to JM Group’s business, pay dividends, or otherwise fund and conduct its business. See “Dividend Policy” on page 60 and “Risk Factors — Risks Related to Our Corporate Structure — JM Group may rely on dividends and other distributions on equity paid by its subsidiary to fund any cash and financing requirements it may have, and any limitation on the ability of its subsidiary to make payments to it could have a material adverse effect on JM Group’s ability to conduct its business.” on page 37 of this prospectus for more information.

JM Group is an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary — Implications of JM Group’s Being an Emerging Growth Company” on pages 24 and 14, respectively.

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

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(1)      Initial public offering price per share is assumed as $4.50 per share, which is the midpoint of the range set forth on the cover page of this prospectus. The table above assumes that the underwriter does not exercise its over-allotment option. For more information, see “Underwriting” beginning on page 141 of this prospectus.

(2)      An underwriting discount equal to 7% of the public offering price will be provided to the underwriter. See the section titled “Underwriting” beginning on page 141 of this prospectus for additional disclosure regarding underwriter compensation and offering expenses.

(3)      The total estimated expenses related to this offering are set forth in the section entitled “Underwriting” beginning on page 141 of this prospectus.

This offering is being conducted on a firm commitment basis. The underwriter is obligated to take and pay for all of the Ordinary Shares if any such Ordinary Shares are taken. We have granted the underwriter an option for a period of 45 days after the closing date of the offering to purchase up to 15% of the total number of the Ordinary Shares to be offered by us pursuant to this offering (excluding Ordinary Shares subject to this option), solely for the purpose of covering over-allotments, if any, at the public offering price less the underwriting discounts. If the underwriter exercises the option in full, assuming an offering price of $4.50 per Ordinary Share, which is the midpoint of the range set forth on the cover page of this prospectus, the total gross proceeds to JM Group, before underwriting discounts and expenses, will be $19,406,250.

The underwriter expects to deliver the shares to purchasers in the offering on or about [•], 2025.

JM Group may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

Prospectus dated [•], 2025

TABLE OF CONTENTS

JM Group and the underwriter have not authorized any person to give you any supplemental information or to make any representations for JM Group. You should not assume that the information contained in this prospectus or any prospectus supplement are accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus or of any sale of the shares. This prospectus is an offer to sell only the Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. JM Group is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information in this registration statement is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in JM Group’s proposed offering, and only prospectus dated hereof, is authorized by f to be used in connection with our proposed offering. The preliminary prospectus will only be distributed by JM Group and no other person has been authorized by JM Group to use this document to offer or sell any of JM Group’s securities.

Until [•], 2025 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

COMMONLY USED DEFINED TERMS

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

•        “BVI” are to the “British Virgin Islands”;

•        “BVI Act” are to the BVI Business Companies Act (Law Revision 2020) (as amended);

•        “China” or the “PRC” are to the People’s Republic of China;

•        “Company” or “JM Group” are to JM Group Limited, a BVI company;

•        “HKD” or “HK Dollar” are to the legal currency of Hong Kong;

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

•        “JM Manufacturing HK” are to JM Manufacturing (HK) Limited, a company incorporated under the laws of Hong Kong with limited liability on June 17, 2016;

•        “mainland China” are to the mainland of the People’s Republic of China excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only;

•        “NYSE” are to the New York Stock Exchange;

•        “shares” or “Ordinary Shares” are to the ordinary shares of JM Group Limited, par value $1.00 per share;

•        “U.S. GAAP” are to generally accepted accounting principles in the United States;

•        “we”, or “us” in this prospectus are to JM Group Limited, a British Virgin Islands company and its subsidiary, JM Manufacturing (HK) Limited, a company incorporated under the laws of Hong Kong, unless the context otherwise indicates; and

•        “$,” “dollars,” “US$” or “U.S. dollars” are to the legal currency of the United States.

JM Group does not have any material operations of its own and JM Group is a holding company with operations conducted in Hong Kong through its Hong Kong subsidiary JM Manufacturing HK, using Hong Kong dollars, the currency of Hong Kong. JM Group’s reporting currency is Hong Kong dollars. Unless otherwise noted, (i) translations of amounts in the unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of income and unaudited interim condensed consolidated statements of cash flows from HKD into US$ as of and for the six months ended March 31, 2025 are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HKD7.7799, as published in H.10 statistical release of the United States Federal Reserve Board. And (ii) translations of amounts in the consolidated balance sheet, consolidated statements of income and consolidated statements of cash flows from HKD into US$ as of and for the year ended September 30, 2024, are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HKD7.7639, as published in H.10 statistical release of the United States Federal Reserve Board on September 30, 2024.

RISK FACTORS

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

Risks Related to Our Business

Our working capital deficiency raises substantial doubt regarding our ability to continue as a going concern.

Our working capital deficiency has raised substantial doubt about our ability to continue as a going concern. As of September 30, 2024 and March 31, 2025, the Company’s working capital deficit was HKD36,287,480 (US$4,670,624) and HKD25,611,344 (US$3,291,990). Our independent registered public accounting firm, WWC, P.C., included an explanatory paragraph in its report on our financial statements as of and for the years ended September 30, 2024 and the six months ended March 31, 2025 with respect to this uncertainty. Our future ability to continue as a going concern is dependent on our ability to generate cash from our operating and financing activities to finance our operations.

There is no assurance that we will succeed in obtaining sufficient funding on terms acceptable to us to fund continuing operations, if at all. The perception that we might be unable to continue as a going concern also make it more difficult to obtain financing for the continuation of our operations on terms that are favorable to us, or at all, and could result in the loss of confidence by investors and employees. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our financial statements, and it is likely that our investors will lose all or a part of their investment.

We may not be able to raise additional funds or it may only be available on terms unfavorable to us or our shareholders may result in our inability to fund our working capital requirements and harm our operational results.

We have incurred working capital deficiency and our future viability depends on ability to raise additional funds. In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely affected.

If we experience operating difficulties or other factors, many of which may be beyond our control, cause our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing and growth programs. We require additional financing, in addition to the anticipated cash generated from our operations, to fund our working capital requirements. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In such a capital restricted situation, we may curtail our marketing, development, and operational activities or be forced to sell some of our assets on an untimely or unfavorable basis.

Our business model of upfront payment for supplying manufacturers’ raw material costs results in our reliance on credit line, increase our financing cost and restrain our business scale.

We typically make upfront payment for raw materials, which benefits our control over raw material quality and avoids potential delay that supplying manufacturers could have encountered in financing raw materials procurement cost for bulk order. For example, to finance the upfront payment, on July 14, 2017, we entered into a factoring agreement with Standard Chartered Bank (the “SCB Revolving Facility”) to sell account receivables with total limits of HKD28,000,000, under which when we sell account receivable to Standard Chartered Bank, the bank prepays approximately 90% of accounts receivable to us. We are obligated to bear the default risk of the transferred accounts receivable and are liable for the losses incurred on any business dispute. As of September 30, 2024, we had a balance of factoring arrangements against HKD22,675,250 (US$2,907,065) of accounts receivable, respectively at interest rate arrange of 7.9-8.0%. As of March 31, 2025, we have a balance of factoring arrangements against HKD27,286,961 (US$3,507,367) of accounts receivable at interest rate range of 6.8% to 7.3%.

High interest rate of the SCB Resolving Facility can deteriorate our net margin and financing costs can put pressure on our available working capital that can be used for our operations. Further, our account receivables are sold at a discount to the lender and we are required to indemnify the lender from any loss, damages, cost, charges, interests or expenses arising from the accountable receivable or the SCB Resolving Facility, which puts further pressure on our cash flow. As of the date of this prospectus, the unutilized credit under the SCB Resolving Facility is limited, which affects the cash available for us to finance the raw material upfront payment necessary to fulfill new orders from our customers. As a result, our business growth and scale are constrained by the cash available under our credit line.

Tariffs, trade war and changes in U.S. trade policies have and could continue to significantly reduce the volume of exporting our products into the United States, which may materially reduce our profit margin and our sales in the United States.

We sell most of our products to the United States. Since 2017, the U.S. and China have been engaged in a trade dispute that has involved a number of actions against China (including Hong Kong) including the imposition of tariffs on Chinese imports. On February 1, 2025, President Trump issued executive orders imposing a 25% tariff on products imported from Canada and Mexico and a 10% tariff on products imported from China, effective February 4, 2025. An additional 10% increase in the China tariffs became effective March 4, 2025. On April 2, 2025, President Trump announced that the United States would impose a 10% tariff on all countries, effective on April 5, 2025, and individualized higher tariff rates on countries with which the United States has proportionately large trade deficits in goods, including, among others, a 34% additional tariff on goods imported from China that brings the total additional tariff rate levied on Chinese goods since 2025 to 54%. On April 4, 2025, the Chinese government announced that China would impose a 34% tariff on goods imported from the United States. President Trump responded by further imposing an additional 50% tariff on goods imported from China that brings the total additional tariff rate levied on Chinese goods since 2025 to 104%. On April 9, 2025, China retaliated against U.S. tariffs by imposing tariffs of 84% on goods from the United States. On April 9, 2025, President Trump suspended reciprocal tariffs imposed on trade surplus countries for 90 days with exception of China, which faces an additional 41% tariff increase that brings the total additional tariff rate levied on products from China since 2025 to 145% which has made export of our products to the United State impossible. On April 11, 2025, China retaliated against U.S. tariffs by imposing tariffs of 125% on goods from the United States. On May 12, 2025, the United States and China issued a joint statement in Geneva outlining an agreement to de-escalate from the latest rounds of tariff increases. The arrangement reduces tariffs back to the levels of the United States’ April 2 “baseline” and “reciprocal” tariff order and suspends the reciprocal tariff for 90 days to allow for further negotiations. The 10% baseline tariff (and a retaliatory 10% tariff by China) will remain in effect, as will all other active tariffs. China will also lift certain non-tariff retaliation measures announced in early April. The changes enter into effect on May 14, 2025, and the 90-day suspension will last until around August 12, 2025.

As of the date of this prospectus, there is still a high degree of uncertainty surrounding U.S. tariff policy, how it will be implemented, and how other countries will react to it. It also remains uncertain whether increased tariffs and trade tensions will create further disruptions and uncertainties to the international trade and lead to a downturn to the global economy.

The previous tariffs on products from China, including Hong Kong, have resulted in a material negative impact on our business and results of operations as we had to reduce our sales prices and profit margin to absorb some of the tariffs while still lost some orders, and these new tariffs or any additional actions may potentially have negative impact on our ability to maintain our customer base, and revenue and cost level, which may in turn have negative impact on our business, results of operations and financial condition.

We continue to evaluate the impact of currently effective tariffs as well as other recent changes in foreign trade policy by the U.S. administration on our products. At this time, it is unknown how long U.S. tariffs on Chinese goods will remain in effect or whether additional tariffs will be imposed. Depending upon their duration and implementation, as well as our ability to mitigate their impact, these changes in foreign trade policy and any recently enacted, proposed and future tariffs on products from China, as well as general uncertainty in the tariff environment, will materially and negatively impact our business, results of operations and liquidity if the U.S. and China couldn’t reach a deal to reduce the tariffs from the current level.

Changes in capital markets, merger and acquisition activity, legal or regulatory requirements, general economic conditions and monetary or geopolitical disruptions, as well as other factors beyond our control, could reduce demand for our products, in which case our revenues and profitability could decline.

Different factors outside of our control could affect demand for our products. These include:

•        fluctuations in U.S. and/or global economies, including economic downturns or recessions and the strength and rate of any general economic recoveries;

•        level of leverage incurred by countries or businesses;

•        merger and acquisition activity;

•        frequency and complexity of significant commercial litigation;

•        over expansion by businesses causing financial difficulties;

•        business and management crises, including the occurrence of alleged fraudulent or illegal activities and practices;

•        new and complex laws and regulations, repeals of existing laws and regulations or changes of enforcement of laws, rules and regulations, including antitrust/competition reviews of proposed merger and acquisition transactions;

•        other economic, geographic or political factors; and

•        general business conditions.

We are not able to predict the positive or negative effects that future events or changes to the U.S. or global economies will have on our business. Fluctuations, changes and disruptions in financial, credit, merger and acquisition and other markets, political instability and general business factors could impact various segments’ operations and could affect such operations differently. Changes to factors described above, as well as other events, including by way of example, contractions of regional economies, or the economy of a particular country, trade restrictions, monetary systems, banking, real estate and retail or other industries; debt or credit difficulties or defaults by businesses or countries; new, repeals of or changes to laws and regulations, including changes to the bankruptcy and competition laws of the U.S. or other countries; tort reform; banking reform; a decline in the implementation or adoption of new laws or regulation, or in government enforcement, litigation or monetary damages or remedies that are sought; or political instability may have adverse effects on our business.

The industries we operate are highly competitive and our inability to compete effectively may materially and adversely impact our business, results of operations and financial condition.

The industries we operate highly competitive. Globally, certain of our competitors have financial and strategic advantages over us, including:

•        greater financial resources;

•        larger sales, marketing and product development departments;

•        Integrated manufacturing operations or more competitive manufacturing offerings;

•        stronger brand name recognition and/or well-established owned brands/trademark;

•        broader international sales and marketing infrastructure;

•        longer operating histories; and

•        greater economies of scale, inclusive of purchasing power and leverage of their investments across a range of areas, inclusive but not limited to research, technology, data analytics and strategic sourcing.

In addition, the industries we operate have no significant barriers to entry. Competition is based primarily upon the ability to design and develop new products, adapt to changing consumer behaviors and trends, procure licenses for popular characters and trademarks, leverage manufacturing relationships and operations for low pricing, among other factors. Many of our competitors offer similar products or alternatives to our products, or better pricing or manufacturing offerings than us.

Consumer interests change rapidly, and acceptance of our products offerings are influenced by factors outside out control and making it difficult to design and develop innovative products which are and will appeal to the targeted consumers of our customers.

Our ability to successfully develop new products and product categories tailored to our customers’ brand images and target markets are affected by the interests the targeted customers of our customers, which evolve quickly and can change dramatically from year to year and by geography. To be successful, we must correctly anticipate the types of products which will capture consumers’ interests and imagination, and quickly develop and introduce innovative products which can compete successfully for consumers’ limited time, attention and spending. Although we have extensive experience and expertise in the industries we operate, it is very difficult to predict consumer acceptance with certainty. Evolving consumer tastes and shifting interests, coupled with an ever-changing and expanding pipeline of products, technology and entertainment which compete for consumer interest and acceptance, create an environment in which some products, technology and entertainment offerings can fail to achieve consumer acceptance or such consumer acceptance can be rapidly replaced. As a result, our products offerings can have short consumer life cycles with no guarantee of success.

Consumer acceptance of our or our customers’ product offerings is also affected by outside factors, such as critical reviews, promotions, the quality and acceptance of popular media content released into the marketplace at or near the same time, availability of alternative forms of entertainment and leisure activities, general economic conditions and public tastes generally, all of which could change rapidly and most of which are beyond our control.

If we devote time and resources to develop products that consumers do not accept, do not find interesting enough to buy in sufficient quantities to be profitable to our customers, or do not purchase due to the pricing of a product, our customers will reduce or stop order of such products from us. If we cannot timely provide other new products to satisfy our customer needs, our relationship with our customers may be adversely affected and our business, growth, results of operations and financial condition will be materially and adversely affected as well.

We have a substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues.

We derive a significant portion of our revenues from a few customers. We currently have two major customers: (i) 1616 Holdings, Inc., a major distributor and a wholly-owned subsidiary of the U.S.-based discounted retailer, Five Below (the “1616 Holdings”), with which we have entered into a vendor agreement on August 15, 2023, under which we are required to comply with standard terms and conditions, including product quality, labeling, manufacturing, legal compliance, and other requirements, updated from time to time by 1616 Holdings, and under which either party may terminate the agreement at will; (ii) Harvest Giant Inc. Limited, a leading textile manufacturing sourcing and procurement company in Hong Kong (the “Harvest Giant”), with which we have no long-term contractual arrangement but rather engage in order-by-order transactions. For the six months ended March 31, 2025, sales to 1616 Holdings and Harvest Giant accounted for HKD116,172,583 ($14,932,401), or 79%, and HKD16,936,025 ($2,176,895), or 11% of our revenue. For the year ended September 30, 2024, sales to 1616 Holdings and Harvest Giant accounted for HKD152,376,017 ($19,661,382), or 68.7%, and HKD4,235,596 ($546,527), or 1.9%, of our revenue. For the year ended September 30, 2023, sales to 1616 Holdings and Harvest Giant accounted for HKD101,837,894 ($13,140,373), or 83.8%, and HKD6,316,408 ($815,020), or 5.2%, of our revenue. Inherent risks exist whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for the products of these customers in the marketplace or the future demand for our products and services by these customers. If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, we could be pressured to reduce our prices or they could decrease the purchase quantity of our products, which could have an adverse effect on our margins and financial position and could negatively affect our revenues and results of operations. If any of our major customers stop coming to us for customized products, such suspension would materially negatively affect our revenues, results of operations and financial condition.

We made a portion of our sales through a third-party sales agent who also refer customers to us.

In addition to sales to our corporate customers through our merchandising team, we also conduct indirect sales through one (1) third-party U.S. sales agent, who sells the products we source to US retailers on our behalf. We entered into a written contact with our third-party US sales agent in 2022. Pursuant to this contract, our third-party U.S. sales agent has been authorized to market and sell the products to US retailers on our behalf at the product prices we set for commission, and we shall be responsible for providing the necessary promotional marketing materials. The sales agent receives a commission as a percentage of sales generated under the contract, which are payable every six months. The contract may be terminated at any time by either party. In addition, we also have also developed customer base through referral by our (1) third-party US sales agent. We conduct sales to our corporate customers through our merchandising team and sales through our third-party U.S. sales agent.

If we cannot maintain or terminate our relationship with our third-party US sales agent, or cannot find new sales agent with similar terms to replace, our business growth, results of operations and financial condition may be adversely affected.

We are exposed to credit risk with our customers and have incurred credit loss, which may adversely affect our financial condition, results of operations and cash flow.

Our customers generally place orders for our products and services using a purchase order and we invoice our customers after they have received the products or services from us. During this procurement process, we become obligated to pay our suppliers for any products or services we procure from them on behalf of our customers regardless of whether our customers ultimately pay us for these products or services. Therefore, we bear the responsibility for the credit risk of our customers. If any of our customers is experiencing or exposed to potential financial distress, facing complex challenges, involved in litigation or regulatory proceedings, or facing foreclosure of collateral or liquidation of assets, such customers may not have sufficient funds to continue operations or to pay for our services. We mitigate this credit risk through procedures that evaluate the creditworthiness of customers prior to accepting a purchase order from them. However, our procedures may not successfully identify all those who ultimately fail to pay us for our products and services and any non-payments may negatively impact our revenues, results of operations, and financial condition.

Our business depends on our ability to collect payments from our customers for the products and services delivered. We generally offer a credit term of 60 days to our customers. Our failure to manage the orders efficiently or collect the receivables could expose us to credit losses on such orders. Selling products to customers that do correlate to actual costs incurred may negatively impact our profitability on such orders and adversely affect the financial results of our business. We make allowance for potentially uncollectible amounts overdue up to 60 days and delinquent account receivable balances are written off against the allowance for expected credit losses after our management has determined that the likelihood of collection is not probable. As of September 30, 2024 and 2023, we made allowance for expected credit losses in the amount of HKD17,515,679 and HKD18,154,619 (US$2,336,712). Since we generally do not require collateral or other security from our customers, we establish an allowance for expected credit losses based upon estimates, historical experience and other factors surrounding the credit risk of specific customers. However, actual losses on customer receivables balance could differ from those that we anticipate and as a result we might need to adjust our allowance. There is no guarantee that we will accurately assess the creditworthiness of our customers. Macroeconomic conditions, including related turmoil in the global financial system, could also result in financial difficulties for our customers, including limited access to the credit markets, insolvency or bankruptcy, and as a result could cause customers to delay payments to us, request modifications to their payment arrangements that could increase our receivables balance, or default on their payment obligations to us. As a result, an extended delay or default in payment relating to a significant account will have a material and adverse effect on the aging schedule and turnover days of our accounts receivable. If we are unable to collect our receivables from our customers in accordance with the contracts with our customers, our results of operations and cash flows could be adversely affected. For the six months ended March 31, 2025, we made a net reversal for expected credit losses in the amount of HKD10,445,496 as compared to a provision for expected credit losses in the amount of HKD470,248 for the six months ended March 31, 2024, this primarily driven by a significant repayment from one of our customers.

We have a limited number of major supplying manufacturers within no written supplying contracts. A loss of any of these manufacturers could significantly negatively affect our business.

We have a limited number of major manufacturers. For the year ended September 30, 2024, three manufacturers accounted for 16.6%, 10.7% and 9.2% of our total purchases, respectively. For the years ended September 30, 2023, we had three major manufacturers accounting for 18.2%, 14.2% and 10.4%, of the total purchase of the Company.

If we experience a significant increase in demand of our products, or if we need to replace an existing manufacturer, we may not be able to supplement service or replace them on acceptable terms, which may undermine our ability to deliver products to our customers in a timely manner. Identifying and approving suitable manufacturers could be an extensive process that requires us to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant manufacturer would have an adverse effect on our business, financial condition and results of operations. In addition, our manufacturers may face supply chain risks and constraints of their own, which may impact the availability and pricing of our products and delay for the deliveries of our products.

We have not entered into written contracts with our major manufacturers for product manufacturing and supply, which in our commercial judgment relieves us from a binding minimum procurement amount requirement associated with written contracts with our manufacturers and gives us more flexibility if we decide to replace any existing manufacturers with new manufacturers that can better suit our business needs. However, other than the foregoing, without formal written contracts, the manufacturers also have more flexibility of terminating business relationship without advance notice.

Risks associated with our manufacturers could adversely affect our business, financial condition and results of operations.

We relied on several major manufacturers that each accounts for more than 10% of our total purchase for the year ended September 30, 2024 and 2023, respectively. We also have manufacturers from jurisdictions other than mainland China, such as Vietnam. the ability of our supplying manufacturers to produce products in a timely and efficient manner may be subject to various factors influencing their performance. For example, political and economic instability, pandemics or other disease outbreaks or natural disasters that our manufacturers may encounter, the availability or cost of raw materials, customs and trade restrictions, transport security, and other factors relating to our manufacturers are beyond our control.

Further, we rely on our manufacturers’ representations of product quality, safety and compliance with applicable laws and standards. If our manufacturers or other vendors violate applicable laws, regulations, or implement practices regarded as unethical, unsafe, or hazardous to the environment, it could damage our reputation and negatively affect our operating results. Further, concerns regarding the safety and quality of products provided by our manufacturers could cause our customers to avoid purchasing those products from us. As such, any issue, or perceived issue, regarding the quality and safety of any items we sell, regardless of the cause, could adversely affect our reputation, operations and financial results.

We also are unable to predict whether our manufacturers in the future will be subject to new, different, or additional export trade restrictions imposed by the PRC government or import trade restrictions imposed by foreign governments, or the likelihood, type or effect of any such restrictions. Any event causing a disruption or delay of imports from manufacturers, including the imposition of additional export restrictions, restrictions on the transfer of funds or increased tariffs or quotas, could increase the cost or reduce the supply of products available to our customers and materially adversely affect our financial performance as well as our reputation. Furthermore, our manufacturers operations may be adversely affected by political and financial instability, resulting in the disruption of trade from exporting countries and regions, restrictions on the transfer of funds or other trade disruptions.

We are subject to seasonality.

Our business is subject to seasonal fluctuations. Historically, a significant portion of our net sales and net earnings has been realized during the period from July through August and from November through January. Accordingly, our operating results may vary significantly from quarter to quarter. Our operating results for any quarter are not necessarily indicative of any other results. If for any reason our sales were to be substantially below seasonal norms, our annual revenues and earnings could be materially and adversely affected.

We may not manage our growth effectively. If we fail to manage our growth effectively, our business may be materially and adversely affected.

To manage growth successfully, we may need to add qualified managers and employees and periodically update our operating, financial and other systems, as well as our internal procedures and controls. We also must effectively motivate, train and manage our merchandising staff. If we fail to add or retain qualified managers, employees and contractors when needed, estimate costs, or manage our growth effectively, our business, financial results and financial condition may suffer.

We cannot assure that we can successfully manage growth and being profitable as we grow. In periods of declining growth, underutilized employees and contractors may result in expenses and costs being a greater percentage of revenues. In such situations, we will have to weigh the benefits of decreasing our workforce or limiting our service offerings and saving costs against the detriment that we could experience from losing valued professionals and their industry expertise and customers.

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

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

If we fail to compete effectively, we may miss new business opportunities or lose existing customers, and our revenues and profitability may decline.

The market for some of our products is highly competitive. We do not compete against the same companies for all of our products or in all geographic regions. Instead, we compete with different companies or businesses of companies depending on the particular types of requested products and the location of the customer or delivery of the products. Our operations are highly competitive.

Our competitors include large organizations, such as foreign wholesalers and chain retailers, which offer products and services that are the same or similar to products or services offered by us; and small firms and independent contractors that focus on specialized products and services. Some of our competitors have significantly more financial resources, a larger national or international presence, larger professional staffs and greater brand recognition than we do. Some have lower overhead and other costs.

If we cannot compete effectively or if the costs of competing, including the costs of hiring and retaining professionals, become too expensive, our revenue growth and financial results could be negatively affected and may differ materially from our expectations.

Since JM Group cannot exert the same level of influence or control over its independent contractors as it can exert over its own employees, its contractors could fail to comply with its quality assurance policies and procedures, which could result in claims against it that could harm its financial conditions and operating results.

JM Group relies on independent contractors supplied by third parties in the manufacturing sites in mainland China and Vietnam to conduct quality control review on our supplying manufacturers. Accordingly, it is not in a position to directly provide the same direction, motivation and oversight as it would if such contractors were its own employees. While we have established contractual requirements and policy guardrails to govern the actions of the third-party contractors, such contractors could still fail to comply with our policies and procedures.

Extensive foreign, state and local laws regulate JM Group’s business and products. While JM Group has implemented contractual requirements and quality assurance policies and procedures designed to govern our manufacturing partners’ and our third-party contractors’ conduct, and to protect the goodwill and reputation associated with our products, it can be difficult to enforce these policies and procedures because of the contractors’ independent status. Violations by these contractors of applicable law or of our policies and procedures could reflect negatively on JM Group’s products and operations, and harm its business reputation. In addition, it is possible that a court could hold us civilly or criminally accountable based on vicarious liability for the actions of our contractors. If any of these events occur, the value of an investment in JM Group’s securities could be impaired.

Our business and sales are subject to the business strategies of the brand owners.

For the years ended September 30, 2024 and 2023, all our revenue were attributed to sales to our customers who are brand owners in the United States, Mexico, Australia and Hong Kong. The products are designed, purchased or manufactured at the request of the brand owners, often but not always with our recommendation, inputs or in

partnership in the design and development process of the products. In addition, intellectual property rights arising from or associated with the products belong to the brand owners. Our business and sales are heavily dependent on the market receptiveness of, and demand for, the products being provided by various brand owners. The overall business strategies and product development plans adopted by these brand owners and their ability to maintain and develop the brands are therefore essential to our business.

As we have limited influence on the decisions made by the brand owners in relation to their business strategies, in particular, the production of their existing products and development of new products, we cannot assure that the brand owners will be able to maintain and further develop their brands and/or products, or that our customers will continue to show preferences to their brands and/or products. If the strategies of the brand owners turn out to be unsuccessful or due to any other reasons the marketability of the brands falls substantially, the profitability of our business would be materially and adversely affected.

We cannot assure that our products can meet consumer preferences and needs, and will continue to gain market acceptance and secure market share.

We sell and distribute a variety of products to the general public through our customers’ sales network. The general acceptance by consumers of the brands and products designed and provided by us is of vital importance to our success and it hinges on a number of factors such as brand image, product quality and customer loyalty. Our success also depends, to a large extent, on our ability to offer a diversified portfolio of products that can meet the changing consumer preferences and needs. There is no assurance that the existing products designed and provided by us will be able to satisfy changes in consumer preferences and needs.

We may also fail to anticipate, identify or respond to the constant changes in relation to consumer preferences and needs on a timely basis, nor can we assure that we will be able to gain or increase market receptiveness and market share for our products.

Consumer preferences and needs for products and brands can change from time to time for various reasons, including negative publicity regarding our products, emergence of competitive products and brands, or a general decrease in demand for the beauty device products distributed and sold us. Any of these events could adversely affect our competitive advantage and market share, which in turn could materially and adversely affect our business, financial condition and results of operation.

We do not retain effective intellectual property rights protection measures.

We cannot make assurances that the steps we have taken or will take in the future to protect our intellectual property rights or the intellectual rights of our customers or are or will be adequate to deter misappropriation of proprietary information or that we will be able to detect unauthorized use and take appropriate steps to enforce intellectual property rights. We do not have written agreement with any of our supplying manufacturers regarding the protection and allocation of intellectual property rights, except where design and branding of a product belongs to our customers, our customers’ written agreements with our manufacturing partners govern. We cannot be certain that our supplying manufacturing do not or will not infringe upon or otherwise violate trademarks, copyrights, know-how or other intellectual property rights held by third parties. If any third-party infringement claims are brought against us or the supplying manufacturing, we may be forced to divert some resources from our business and operations to defend against these claims, regardless of their merits, and may be found liable under vicarious or joint-and-several liabilities. In some cases, we may be required to indemnify or compensate our customers or third parties for all associated costs or losses, become parties to such civil or criminal proceedings and subject to any court or government-ordered sanctions, and lose future purchase orders or contracts with our customers. Any of these results could harm our brand image and have a material adverse effect on our financial condition, cash flows and results of operations as well as our growth.

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

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, copyrights, know-how or other intellectual property rights held by third parties. We may be from time to time in the future subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, copyrights, know-how or other intellectual property rights that are infringed by our products, services or other aspects of our business without our awareness. Holders of

such intellectual property rights may seek to enforce such rights against us in Hong Kong, the United States or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert some resources from our business and operations to defend against these claims, regardless of their merits.

We may face the risk that the products we develop or sell to our customers, or the products manufactured by our supplying manufacturing, may be subject to copyrights or patents of third parties, or that may otherwise incorporate protected intellectual property from third parties. In addition, we may make representations our right to sell the products and agree to indemnify our customers in the purchase orders and/or customer agreements. If a third-party bring intellectual property infringement claims with respect to merchandise we sell to our customers, or if we sell unlicensed merchandise to our customers, such merchandise could be required to be removed from the market and be destroyed. As a result, our customers may record loss of the revenues and profits, incur costs associated with destruction and removal of such merchandise and be subject to liability under various civil and criminal causes of action, including actions to recover unpaid royalties and other damages and injunctions. Because of our relationships with our customers and the contractual arrangements, we may be required to indemnify or compensate our customers for all associated costs or losses, become parties to such civil or criminal proceedings and subject to any court or government-ordered sanctions, and lose future purchase orders or contracts with our customers. Any of these results could harm our brand image and have a material adverse effect on our financial condition, cash flows and results of operations as well as our growth.

Further, if we were found to be in violation of the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and operating results may be materially and adversely affected. Historically, we have been involved in an intellectual property infringement case bought by Spin-balls LLC, a Florida-based toy developer against us as a co-defendant with respect to certain toy products we manufactured and sold. We agreed not to make, use, market, distribute or sell such products and in 2024, we reached a settlement with the plaintiff. See “JM Group Limited Consolidated Financial Statement — Note 19 Subsequent Events” on page F-28.

Compromise of confidential or proprietary information could damage our reputation, harm our businesses and adversely impact our financial results.

Our own confidential and proprietary information and that of our customers could be compromised, whether intentionally or unintentionally, by our employees, consultants or manufacturers. A compromise of the security of our information technology systems leading to theft or misuse of our own or our customers’ proprietary or confidential information, or the public disclosure or use of such information by others, could result in losses, third-party claims against us and reputational harm, including the loss of customers. The theft or compromise of our or our customers’ information could negatively impact our reputation, financial results and prospects. In addition, if our reputation is damaged due to a data security breach, our ability to attract new engagements and customers may be impaired or we may be subjected to damages or penalties, which could negatively impact our businesses, financial results or financial condition.

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

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

We are likely in the future to be subject to these types of attacks. If we are unable to avert these attacks and security breaches, we could be subject to significant legal and financial liabilities, our reputation would be harmed and we could sustain substantial revenue loss from lost sales and customer dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us, our manufacturers, customers or other participants, or the internet infrastructure on which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and consultants. As we do not carry cybersecurity insurance, we will not be able to mitigate such risks to any third party. Cybersecurity breaches would not only harm our reputation and business, but also could materially decrease our revenue and net income.

We need to comply with the laws and regulations of the jurisdictions of our customers, including without limitation regulations on product safety and quality, failing which we could be subject to investigations and penalties imposed by regulators and could also cause us to lose customers or otherwise harm our business.

In connection with our sales to the jurisdictions where our customers are located, we could be subject to complying with the applicable laws and regulations of foreign jurisdictions.

In the United States, for example, our products are subject to extensive and complex federal, state and local laws and regulations, including the Federal Hazardous Substances Act, the Consumer Product Safety Act, the Flammable Fabrics Act and the rules and regulations promulgated under these acts. These statutes are administered by the Consumer Product Safety Commission (“CPSC”), which has the authority to remove from the market products that are found to be defective and present a substantial hazard or risk of serious injury or death. The CPSC can require a manufacturer to recall, repair or replace these products under certain circumstances. In addition, for certain types of products we develop or sell, such as products involving low radio frequency emissions which are regulated by equipment authorization requirements of the Federal Communication Commission, there may be additional sector or product-specific government regulations in the United States and elsewhere. Depending on the destination of our products, we may also be subject to product safety and consumer protection statutes in other international markets. While our products’ design, manufacturing, labeling, packaging, and shipping are subject to quality assurance processes engaged by us and our customers, and we adhere to compliance requirements requested by our customers, we cannot assure you that defects in our products will not be alleged or found.

If we are subject to any regulatory investigations or if any governmental penalties or sanctions are imposed, or if we do not prevail in any possible proceedings, our business, results of operations, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, results of operations, and financial condition.

Any reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices, and other penalties, which could negatively affect our business and results of operations. Changes in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause us to change our business practices. Further, our expansion into a variety of new fields also could raise a number of new regulatory issues. These factors could negatively affect our business and results of operations in material ways.

Moreover, we are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties with whom we collaborate, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.

Product liability claims could affect our sales and results of operations adversely.

We may be subject to product liability claims from our customers or consumers. In many cases, we have contractually agreed to representations that our products comply with applicable product safety laws and agreed to indemnify our customers for any potential breach of contractual obligation or violations of laws and regulations. We generally request contractual guarantee from our manufacturing partners to take full responsibility for any chargebacks and loss derived from customer complaints. We have also secured general liability and product liability insurance. If our manufacturing partners do not honor their contractual obligations, we may seek recourse by litigations or arbitrations against our manufacturing partners that may be time-consuming, expensive, or unsuccessful. If we are unsuccessful to seek recourse from our manufacturing partners, if we do not have adequate insurance available or if such contractually guarantee is not enforceable under the relevant jurisdictions, such claims could have a material adverse effect on our business, financial condition and results of operations. Even with adequate insurance and indemnification, such claims could significantly damage our reputation and consumer confidence in our products. Our litigation expenses could increase as well, which also could have a materially negative impact on our results of operations even if a product liability claim is unsuccessful or is not fully pursued. Furthermore, if the products are recalled or required to be destroyed, the associated costs may have significant impact on our business, financial condition and results of operations.

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

The economy in Hong Kong has experienced increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong are expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to maintain various statutory employee benefits, including mandatory provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave, annual leave and maternity leave, and pay

severance payments or long service payments. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees of our services, our financial condition and operating results may be adversely affected.

JM Group’s principal shareholders have substantial influence over JM Group and their interests may not be aligned with the interests of JM Group’s other shareholders.

Mr. Ting is currently the beneficial owner of 8,160,000 Ordinary Shares or 51% of JM Group’s outstanding Ordinary Shares. Mr. Ting will own approximately 41.3% of JM Group’s Ordinary Shares following the offering. Mr. Ting will be able to exert significant voting influence over JM Group’s business, including decisions regarding mergers, consolidations and the sale of all or substantially all of JM Group’s assets, election of directors and other significant corporate actions. These actions may be taken even if they are opposed by JM Group’s other shareholders, including those who purchased Ordinary Shares in JM Group’s initial public offering. Moreover, this concentration of ownership may discourage, delay or prevent a change in control of JM Group, which could deprive JM Group’s shareholders of an opportunity to receive a premium for their shares as part of a sale of JM Group and might reduce the price of JM Group’s Ordinary Shares.

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

We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, wars, riots, terrorist attacks or similar events may give rise to supply chain disruptions, shipment delays, manufacturing breakdowns, and demand shifts, which could cause adversely affect our ability to provide products and services to our customers. In addition, our results of operations could be adversely affected to the extent that any health epidemic harms the Hong Kong economy in general. A prolonged outbreak of any illnesses or other adverse public health developments in Hong Kong or elsewhere in the world could have a material adverse effect on our business operations. Such outbreaks could severely disrupt our operations and adversely affect our business, financial condition and results of operations. Our headquarter is located in Hong Kong, where our management and employees currently reside. Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Hong Kong or cause travel restriction in or out of Hong Kong or its surrounding areas, our operation may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations.

The COVID-19 has and may continue to adversely impact on our business, operating results, and financial condition

An outbreak of respiratory illness caused by the novel coronavirus, commonly referred as “COVID-19” emerged in late 2019 and has spread globally. COVID-19 is considered to be highly contagious and poses a serious threat to public health. The World Health Organization labeled the COVID-19 outbreak as a pandemic on March 11, 2020, given its threat beyond a public health emergency of international concern the organization had declared on January 30, 2020. In response to the COVID-19 outbreak, the governments of many countries, states, cities and other geographic regions took preventative or protective actions, causing lockdowns, travel restrictions, and closures of businesses. These measures have adversely affected our business operations. Such measures were gradually lifted in 2021 to 2022.

During the period from 2020 to 2022, government measures have also led to significant supply chain disruptions to our manufacturing partners, particularly in mainland China, where severe regional lockdown measures were introduced intermittently during the period. The supply chain disruptions have resulted in raw material price inflation, shipping delays, and factory closures, all of which had significant disruptions to their operations in 2021 and 2022, and led to disruptions to the manufacturing, logistic and delivery of our products from the manufacturers to us and from us to our customers.

In addition, our business also faced significant operational challenges, where lockdowns and restrictive policies left our offices closed from time to time. To address these challenges and uncertainties, during the height of the pandemic, all of our employees were occasionally asked to work from home. As a result, our financial performance was significantly impacted with a decline in product sales declined and operational costs increases during 2020 to 2022.

Furthermore, even after the COVID-19 outbreak has subsided, the lasting effect on issues ranging from supply chains, consumer purchase, to economic conditions may continue to affect our business, results and financial conditions, which may be difficult to predict, as the resulting disruptions on our operations may continue extending over a prolonged period. We may experience impacts to our business as a result of the global economic impact of the COVID-19 outbreak, including any economic downturn or recession or other long-term effects that have occurred or may occur to us, our customers and manufacturers in the future.

Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.

Our business is subject to regulation by various governmental agencies in Hong Kong, including agencies responsible for monitoring and enforcing compliance with various legal obligations, such as intellectual property laws, employment and labor laws, workplace safety, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws, and tax laws and regulations. In certain jurisdictions, these regulatory requirements may be more stringent than in Hong Kong. These laws and regulations impose added costs on our business. Noncompliance with applicable regulations or requirements could subject us to:

•        investigations, enforcement actions, and sanctions;

•        mandatory changes to our network and products;

•        disgorgement of profits, fines, and damages;

•        civil and criminal penalties or injunctions;

•        claims for damages by our customers or channel partners;

•        termination of contracts;

•        failure to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations; and

•        temporary or permanent debarment from sales to public service organizations.

If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, results of operations, and financial condition.

Any reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices, and other penalties, which could negatively affect our business and results of operations. Changes in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause us to change our business practices. Further, our expansion into a variety of new fields also could raise a number of new regulatory issues. These factors could negatively affect our business and results of operations in material ways.

Moreover, we are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties with whom we collaborate, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.

We may become involved in litigation that may materially adversely affect us.

From time to time, we or members of our board, officers, executives or employees, may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their share or stock have been subject to securities litigation, including class action litigation. We may be the target of this type of litigation in the future.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. Any adverse determination in litigation could also subject us to significant liabilities.

If JM Group becomes directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter, which could harm our business operations, stock price and reputation and could result in a loss of your investment in JM Group’s stock, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies that have substantially all of their operations in China, including Hong Kong, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on JM Group, its business and its stock price. Although substantially all of our operations are based in Hong Kong and none of our customers are based in mainland China, if JM Group becomes the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from growing our business.

If we are unable to rely on the services and connections of our key personnel, or retain the current key personnel, our business could be adversely affected.

Our growth has been heavily dependent on the services provided by our management team. They manage our business operation, develop and execute our business strategies and manage the relationship with our key product manufacturers and corporate customers. Therefore, our future success relies on our ability to retain the services of these key management personnel. If any of these key personnel are unable or unwilling to continue to provide services to us, and we are unable to find suitable replacements, we may not be able to continue our operations effectively and efficiently, and our business and financial conditions could be adversely affected.

Our employees may leave to form or join competitors, and we may not have, or may choose not to pursue, legal recourse against such professionals.

Our employees typically have close relationships with the customers they serve, based on their expertise and bonds of personal trust and confidence. Therefore, the barriers to our employees pursuing independent business opportunities or joining our competitors should be considered low. Although our customers generally contract for services with us as a company, and not with an individual employee, in the event that an employee leaves, such customers may decide that they prefer to continue working with a specific person rather than with us. In the event an employee departs and acts in a way that we believe violates his or her non-competition or non-solicitation agreement, we will consider any legal remedies we may have against such person on a case-by-case basis. We may decide that preserving cooperation and a professional relationship with a former employee or customer, or other concerns, outweighs the benefits of any possible legal recourse. We may also decide that the likelihood of success does not justify the costs of pursuing a legal remedy. Therefore, there may be times we may decide not to pursue legal action, even if it is available to us.

A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition.

Any prolonged slowdown in the Chinese or global economy may have a negative impact on our business, results of operations and financial condition. There is uncertainty over the global economic condition such as the trade war between the United States and China and the lasting impact of the Covid-19 pandemic. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. There have also been concerns about the economic effect of the tensions in the relationship between China and surrounding Asian countries. Adverse economic conditions could also reduce the number of customers and interests in our services and products. Should any of these situations occur, our net revenues will decline, and our business and financial conditions will be negatively impacted. Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.

Inflation and rising commodity prices could adversely affect our business.

Our financial performance could be adversely impacted by inflation, as some of our customers, particularly those in the discounted retailing sector, are particularly sensitively to pricing pressure due to their market positions, pricing strategies, or consumer base. Inflationary pressures on the products our customer sell could impact our customers’ net sales and earnings, thereby increasing pressures over our customers’ product demands, pricing strategies, order and inventory targets. During 2022 and 2023, many of our customers experienced levels of inflation that are higher than experienced in recent years, resulting in part from various supply disruptions, increased shipping and transportation costs, increased commodity costs, increased labor costs in the supply chain, monetary policy actions, and other disruptions caused by the uncertain economic environment. As a result, many of our customers have sought to lower their costs of goods by reducing orders and inventories and negotiating for lower product development or manufacturing costs. We are unable to predict how long the current inflationary environment will continue or the impact of inflationary trends on consumer behavior and our sales and profitability in the future. Changes in commodity prices could also negatively impact our sales and earnings if our competitors react more aggressively.

Risks Related to Our Corporate Structure

JM Group may rely on dividends and other distributions on equity paid by its subsidiary to fund any cash and financing requirements it may have, and any limitation on the ability of JM Group’s subsidiary to make payments to it could have a material adverse effect on JM Group’s ability to conduct its business.

JM Group is a holding company incorporated in the British Virgin Islands, and it may rely on dividends and other distributions on equity paid by its subsidiary for its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to JM Group’s shareholders and service any debt it may incur. If any of JM Group’s subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to JM Group.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Taxation — Hong Kong Profits Taxation” on page 140 of this prospectus. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance of currencies out of Hong Kong. However, if the PRC government, in the future, imposes any restriction or limitation on transfer of cash or assets out of Hong Kong, the ability of JM Group’s Hong Kong subsidiary to pay dividends or make other distributions to JM Group could be limited, which could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to JM Group’s business, pay dividends, or otherwise fund and conduct its business.

JM Group’s lack of effective internal controls over financial reporting may affect its ability to accurately report its financial results or prevent fraud, which may affect the market for and price of JM Group’s Ordinary Shares.

To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. Prior to filing the registration statement of which this prospectus is a part, JM Group was a private company with limited accounting personnel and other resources for addressing JM Group’s internal control over financial reporting. JM Group’s management has not completed an assessment of the effectiveness of JM Group’s internal control over financial reporting and its independent registered public accounting firm has not conducted an audit of JM Group’s internal control over financial reporting. However, in connection with the audits of JM Group’s consolidated financial statements as of September 30, 2024 and 2023, JM Group and its independent registered public accounting firm identified material weaknesses in JM Group’s internal control over financial reporting as well as other control deficiencies for the above mentioned periods. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of JM Group’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified related to i) inadequate segregation of duties for certain key functions due to limited staff and resources; ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to formalize key controls over financial reporting and to prepare consolidated financial statements and related disclosures; and iii) a lack of independent directors and an audit committee to establish formal risk assessment process and internal control framework.

JM Group intends to implement measures designed to improve its internal control over financial reporting to address the underlying causes of these material weaknesses, including i) hiring more qualified staff to fill up the key roles in the operations; ii) setting up a financial and system control framework with formal documentation of polices and controls in place; and iii) appointing independent directors, establishing an audit committee and strengthening corporate governance.

JM Group will be subject to the requirement that it maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, JM Group’s business, financial condition, results of operations and prospects, as well as the market for and trading price of JM Group’s Ordinary Shares, may be materially and adversely affected if JM Group does not have effective internal controls. Before this offering, JM Group was a private company with limited resources. As a result, JM Group may not discover any problems in a timely manner and current and potential shareholders could lose confidence in JM Group’s financial reporting, which would harm JM Group’s business and the trading price of JM Group’s Ordinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing JM Group’s Ordinary Shares and may make it more difficult for JM Group to raise funds in a debt or equity financing.

Additional material weaknesses or significant deficiencies may be identified in the future. If JM Group identifies such issues or if JM Group is unable to produce accurate and timely financial statements, its stock price may decline and it may be unable to maintain compliance with the listing rules of NYSE American.

If JM Group ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting and other expenses that it would not incur as a foreign private issuer.

JM Group expects to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, JM Group will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and JM Group’s officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, JM Group will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. While JM Group currently expects to qualify as a foreign private issuer immediately following the completion of this offering, JM Group may cease to qualify as a foreign private issuer in the future.

JM Group is an “emerging growth company” within the meaning of the Securities Act, and if JM Group takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare JM Group’s performance with other public companies.

JM Group is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. JM Group has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, JM Group, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of JM Group’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. If some investors find JM Group’s Ordinary Shares less attractive as a result, there may be a less active trading market for JM Group’s Ordinary Shares and JM Group’s share price may be more volatile.

JM Group will incur increased costs as a result of being a public company, particularly after JM Group ceases to qualify as an “emerging growth company.”

Upon consummation of this offering, JM Group will incur significant legal, accounting and other expenses as a public company that JM Group did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. JM Group is an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of JM Group’s Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior fiscal year end, and (2) the date on which JM Group has issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

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

Risks Related to Doing Business in Hong Kong

All of JM Manufacturing HK’s operations are in Hong Kong. However, due to the long arm provisions under the current laws and regulations of mainland China, the government of mainland China may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, and may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or the value of JM Group’s Ordinary Shares. The government of mainland China may also intervene or impose restrictions on JM Group’s ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the government of mainland China may also be quick with little or no advance notice and our assertions and beliefs of the risk imposed by the legal and regulatory system of mainland China cannot be certain.

Our corporate structure may involve unique risks to investors. We are not based in mainland China and do not have operations in mainland China except that our manufacturers are located in mainland China. We currently do not have or intend to set up any subsidiary in mainland China, or do not foresee the need to enter into any contractual arrangements with a VIE to establish a VIE structure in mainland China. For the fiscal years ended September 30, 2024 and 2023, we generated all our revenues from Hong Kong. As of the date of this prospectus, on the basis that (i) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, and we do not have any business operations in mainland China, except that we collaborate with manufacturers located in mainland China to manufacture our products, (iii) none of our and our subsidiary’s clients are located in mainland China, and (iv) we and our subsidiary possess personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (iv), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC, we do not expect to be materially affected by recent statements by the government of mainland China indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers. However, due to long arm provisions under the current laws and regulations of mainland China, there remains regulatory uncertainty with respect to the implementation and interpretation of laws and regulations in mainland China.

Pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”.

However, the government of mainland China may choose to exercise significant oversight and discretion, and the policies, regulations, rules, and the enforcement of laws of the government of mainland China may change from time to time and with little or no advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in mainland China are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and may be inconsistent with our current policies and practices. New laws, regulations, and other government directives in mainland China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

•        delay or impede our development;

•        result in negative publicity or increase our operating costs;

•        require significant management time and attention; and/or

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

Although we do not operate our business in mainland China, we are aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and due to long arm provisions under the current laws and regulations of mainland China, it is also highly uncertain the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange. In the event that the PRC regulatory authorities disallow our business structure, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or become worthless.

The PRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of JM Group’s Ordinary Shares. For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between JM Group, the ultimate holding company, and JM Manufacturing HK, the wholly-owned operating subsidiary in Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from JM Manufacturing HK. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our products and services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new

or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures could materially decrease the value of JM Group’s Ordinary Shares, potentially rendering it worthless.

The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiary.

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

The PRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of JM Group’s Ordinary Shares. Additionally, the governmental and regulatory interference could significantly limit or completely hinder JM Group’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

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

Substantially all our operations are based in Hong Kong. Accordingly, our business operations and financial condition will be affected by the political and legal developments in Hong Kong. During the period covered by the financial information included in this prospectus, we derive substantially all of our revenue from operations in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may adversely affect our business operations. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since a substantial part of our operations is based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial position.

If the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

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

Our revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including JM Group, and the market price of JM Group’s Ordinary Shares could be adversely affected.

There remain some uncertainties as to whether we will be required to obtain approvals from mainland China and Hong Kong authorities to list JM Group’s securities on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that JM Group will be able to obtain such approval.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six regulatory agencies of mainland China in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of mainland China-based companies and controlled by mainland China-based companies or individuals to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

Although we do not operate our business in mainland China, we are also aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over mainland China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On December 28, 2021, the CAC and other PRC authorities promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022. In addition, the Cybersecurity Law, which was adopted by the Standing Committee of the National People’s Congress on November 7, 2016 and came into force on June 1, 2017, and the Cybersecurity Review Measures, or the “Review Measures”, provide that personal information and important data collected and generated by a critical information infrastructure operator, or a “CIIO”, in the course of its operations in mainland China must be stored in mainland China, and if a CIIO purchases internet products and services that affect or may affect national security, it should be subject to national security review by the CAC together with competent departments of the State Council.  On September 30, 2024, the State Council released the Regulations on the Management of Network Data Security, or the “Network Data Regulation”, which came into effect on January 1, 2025. The Network Data Regulation serves as a comprehensive implementing regulation for the compliance requirements set out by the Cybersecurity Law, Data Security Law, and Personal Information Protection Law. The Network Data Regulation introduces several key obligations, including requiring network data handlers to specify the purpose and

method of personal information processing, as well as the types of personal information involved, before any personal information is handled. It further clarifies definitions for important data, outlines the obligations of those handling important data, and establishes broader contractual requirements for data sharing between data handlers.

Currently we do not expect the Review Measures to have an impact on the business and operations of JM Group’s Hong Kong subsidiary, JM Manufacturing HK, or this offering, because (i) JM Manufacturing HK is incorporated and operating in Hong Kong without any subsidiary or VIE structure in mainland China, and it is unclear whether the Review Measures shall be applied to a Hong Kong company; (ii) as of the date of this prospectus, JM Manufacturing HK has not collected and stored personal information of any individual customers of mainland China and possesses personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (ii), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC; and (iii) as of the date of this prospectus, JM Manufacturing HK has not been informed by any governmental authority of mainland China of any requirement that it file for a cybersecurity review for the offering. Based on the foregoing, as of the date of this prospectus, we believe JM Manufacturing HK is not required to pass the cybersecurity review of the CAC in order to list JM Group’s Ordinary Shares in the U.S. Nonetheless, if the authorized PRC regulatory body subsequently determines that we are required to go through such cybersecurity review or if any other PRC government authorities promulgate any interpretation or implementation rules before JM Group’s listing that would require us to go through a cybersecurity review for this offering, we may fail to complete such cybersecurity review procedures in a timely manner, or at all. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, reputational damage as well as legal proceedings or actions against us, which may have material adverse effect on our business, financial condition or results of operations.

On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures and relevant five guidelines, which became effective on March 31, 2023. The Overseas Listing Trial Measures comprehensively improve and reform the existing regulatory regime for overseas offering and listing of PRC domestic companies’ securities and regulate both direct and indirect overseas offering and listing of mainland China-based companies’ securities by adopting a filing-based regulatory regime.

According to the Overseas Listing Trial Measures, mainland China-based companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (i) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.

The Overseas Listing Trial Measures also provides that if the issuer both meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. Where an issuer submits an application for initial public offering to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted. The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.

Based on the facts that (i) we do not operate any entities in mainland China and the operating revenue, total profit, total assets or net assets as documented in JM Group’s audited consolidated financial statements for the most recent fiscal year is accounted for by our Hong Kong subsidiary, JM Manufacturing HK located outside mainland China; (ii) we do not have any equity interest in any manufacturer located in mainland China and vice versa; and (iii) we conduct a majority of our business and are headquartered in Hong Kong rather than in mainland China, and our senior management team are not PRC citizens nor have their residence located inside mainland China, we believe that, it is unlikely that we meet the criteria as set forth in Article 15 of the Overseas Listing Trial Measures, and are currently required to complete the filing procedure with the CSRC or to obtain regulatory approval from the CSRC before JM Group’s Ordinary Shares can be listed in the U.S. However, as the Overseas Listing Trial Measures were newly promulgated and CSRC has the final interpretation right of the Overseas Listing Trail Measures, there exists substantial uncertainty that the CSRC may take a view that is contrary to our understanding of the Overseas Listing Trial Measures because the Overseas Listing Trial Measures adopts the principle of “substance over form” regarding the determination of “indirect overseas offering and listing by a domestic company,” over which the CSRC may have substantial discretions. If we are required to complete the filing procedures with the CSRC in connection with this offering, we cannot assure you that we will be able to complete such filings in a timely manner, or at all, in the future. Any failure by us to comply with such filing could impact our operations materially and adversely, subject us to order to rectify, warnings and fines, and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

As of the date of this prospectus, on the basis that (i) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, (ii) we do not have any business operations in mainland China, except that we collaborate with manufacturers located in mainland China to manufacture the products, (iii) none of our clients are located in mainland China, and (iv) we possess personal information of less than 1 million individuals in the PRC (for the purpose of this subsection (iv), including the special administrative regions of Hong Kong and Macau and Taiwan), and do not possess any core data or important data of the PRC or any information which affects or may affect national security of the PRC, we believe, we are currently not required to obtain any permission or approval from the CAC, or other governmental authorities of mainland China to operate our business or to list JM Group’s securities on the U.S. exchanges and to issue securities to foreign investors, nor have we been denied of any permissions or approvals from the authorities of mainland China. Furthermore, Tian Yuan Law LLP, JM Group’s Hong Kong counsel, has advised JM Group that, as of the date of this prospectus, JM Group is not required to obtain any permission or approval from the governmental authorities of Hong Kong to list on the U.S. exchanges and offer securities and we have obtained all necessary licenses, permissions or approvals including the business registration certificate from the governmental authorities of Hong Kong to operate our business and to the best of our knowledge, no license, permission or approval has been denied.

However, if we (i) do not receive or maintain such permission or approval, should the permission or approval be required in the future by the government of mainland China or Hong Kong, (ii) inadvertently conclude that such permission or approval is not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permission or approval in the future, we may be unable to obtain such permissions or approvals in a timely manner, or at all, and may face regulatory actions or other sanctions from the CSRC, the CAC or other PRC or Hong Kong regulatory authorities if we fail to fully comply with any new regulatory requirements. Consequently, our operations and financial condition could be materially adversely affected, and JM Group’s ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and become worthless.

Although we do not operate our business in mainland China, we are aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. Considering long arm provisions under the current laws and regulations of mainland China, it is also highly uncertain what potential impact such modified or new laws and regulations will have on JM Manufacturing HK’s daily business operations, JM Group’s ability to accept foreign investments and the listing of JM Group’s Ordinary Shares on a U.S. or other foreign exchanges. If there is significant change to current political arrangements between mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control

through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like JM Group, it may result in a material change in our operations and/or the value of the securities JM Group is registering for sale or could significantly limit or completely hinder JM Group’s ability to offer or continue to offer securities to investors and cause the value of JM Group’s Ordinary Shares to significantly decline or become worthless.

Rules for cross-border provision and examination of auditing records and other materials in connection with overseas securities issuance and listing was released and became effective by the CSRC The government of mainland China may impose more stringent requirement for domestic Chinese companies to share business and accounting records with foreign auditing firms and other securities service institutions, which could significantly limit or completely hinder JM Group’s ability to offer or continue to offer its Ordinary Shares to investors and could cause the value of JM Group’s Ordinary Shares to significantly decline or become worthless.

On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Archives Rules, which took effect on March 31, 2023. Pursuant to the Archives Rules, domestic companies that seek for overseas offering and listing shall strictly abide by applicable laws and regulations of the PRC and the Archives Rules, enhance legal awareness of keeping state secrets and strengthening archives administration, institute a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations. Such domestic companies shall not leak any state secret and working secret of government agencies, or harm national security and public interest. Furthermore, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any document and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. Moreover, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. The Archives Rules also stipulate that a domestic company that provides accounting archives or copies of accounting archives to any entities including securities companies, securities service providers and overseas regulators and individuals shall fulfill due procedures in compliance with applicable national regulations. As we are not domestic companies, and do not plan to leak any state secret and working secret of government agencies, or harm national security or public interest in connection with provision of documents, materials and accounting archives, we believe we may not be required to obtain relevant approval or file with the secrecy administrative department in accordance with the Archives Rules with respect to the offering. However, as the Archives Rules was newly published, there are substantial uncertainties as to the implementation and interpretation, if we are required to perform additional procedures in connection with the provision of accounting archives or other documents, we cannot assure you that we will be able to fulfill such procedures in a timely manner, or even at all. Any failure by us to comply with the Archives Rules may materially adversely affected, our ability to offer securities to investors to become significantly limited or completely hindered.

On August 26, 2022, a Statement of Protocol was signed by the PCAOB, the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. On December 29, 2022, the CAA was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two.

We cannot guarantee that we will be able to obtain any approval or authorization from relevant secret protection regulator or other government authorities in a timely manner, or any such approval or authorization can be obtained at all and if we are required to obtain any approval or authorization. Failure to obtain the necessary approvals or complete the required filings in a timely manner may result in the failure to complete the listing or subject us to fines, penalties or other sanctions, which may have a significant adverse impact on our financial position and operations.

In addition, the Archives Rules take into account the international practice of cross-border audit regulatory co-operation and requires that “on-site inspections should be conducted mainly by CSRC and Chinese regulators, or rely on the inspection results of Chinese regulators” stated in the Regulations on Enhancing Confidentiality and File Management in Relation to Overseas Securities Issuance and Listing published in 2009. The Archives Rules make it clear that the CSRC or Chinese regulators shall provide necessary support through multilateral or bilateral cooperation mechanism for cross-border investigation and examination carried out by overseas securities administrative authorities and regulators on mainland China enterprises seeking overseas listings and security brokers or security service providers providing securities services for such domestic enterprises in respect of their activities relating to such overseas issuance and listings. However, there is no existing tried-and-proved mechanisms for cross-border regulatory cooperation, due to various legal and practical problems.

Although we do not believe that we are currently prohibited from providing its accounting records to our auditor or that we or our auditor would be required to go through any prescribed procedures for approval under current laws and regulations of mainland China, we may be subject to additional compliance requirements in the future. Since the Archive Rules are newly promulgated, and the interpretation and implementation are not very clear, we cannot assure you that we will be able to receive clearance of such regulatory requirements in a timely manner, or at all, in the future. If the CSRC, the state secret protection regulator or any other relevant government regulator require that we obtain approval or complete relevant procedure prior to the completion of this offering, the offering will be delayed until we have obtained such approval or completed such procedure. There is also the possibility that we may not be able to obtain or maintain such approval, complete such procedure or that we inadvertently concluded that such approval or procedure was not required. If prior approval or procedure was required while we inadvertently concluded that such approval or procedure was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain such approval or procedure in the future, we may face regulatory actions or other sanctions from the CSRC or other regulatory authorities of mainland China. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder JM Group’s ability to offer or continue to offer the Ordinary Shares, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations, and cause the Ordinary Shares to significantly decline in value or become worthless.

It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within Hong Kong.

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in Hong Kong.

Our principal business operation is conducted in Hong Kong. The Securities and Futures Commission of Hong Kong (the “SFC”) is a signatory to the International Organization of Securities Commissions Multilateral Memorandum of Understanding, which provides for mutual investigatory and other assistance and exchange of information between securities regulators around the world, including the SEC. This is also reflected in section 186 of the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) (the “SFO”), which empowers the SFC to exercise its investigatory powers to obtain information and documents requested by non-Hong Kong regulators, as well as section 378 of the SFO, which allows the SFC to share confidential information and documents in its possession with such regulators. However, there is no assurance that such cooperation will materialize, or if it does, whether it will adequately address any efforts to investigate or collect evidence to the extent such may be sought by U.S. regulators. In the event that U.S. regulators carry out an investigation on us and there is a need to conduct such investigation, or collect evidence in Hong Kong, U.S. regulators may not be able to carry out such investigation or evidence collection directly in Hong Kong. The inability for US regulators to directly conduct investigations or evidence collection activities in Hong Kong may increase difficulties faced by you in protecting your interests.

You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against JM Group or its management named in the prospectus based on Hong Kong laws.

Currently, all of our operations are conducted outside the United States, and all of our assets are located outside the United States. All of JM Group’s directors and officers are Hong Kong residents and a substantial portion of their assets are located in Hong Kong. As such, you may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against JM Group or its

management named in the prospectus. While as judgments entered in the United States can be enforced in Hong Kong under common law, if you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. For more information regarding the relevant laws of the British Virgin Islands and Hong Kong, see “Enforceability of Civil Liabilities” beginning on page 57 of this prospectus.

We may be affected by the currency peg system in Hong Kong.

Since 1983, Hong Kong dollars have been pegged to the U.S. dollars at the rate of approximately HK$7.80 to US$1.00. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Risks Related to JM Group’s Ordinary Shares and This Offering

There has been no public market for JM Group’s Ordinary Shares prior to this offering and the sales of our Ordinary Shares by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, and if an active trading market does not develop you may not be able to resell JM Group’s Ordinary Shares at or above the price you paid, or at all.

Prior to this public offering and the sales of our Ordinary Shares by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, there has been no public market for JM Group’s Ordinary Shares. JM Group expects to apply for JM Group’s Ordinary Shares to be listed on NYSE American. There is no guarantee that JM Group’s application will be approved by the New York Stock Exchange (the “NYSE”). If an active trading market for JM Group’s Ordinary Shares does not develop after this offering and the sales of our Ordinary Shares by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, the market price and liquidity of JM Group’s Ordinary Shares will be materially adversely affected. You may not be able to sell any Ordinary Shares that you purchase in the offering at or above the public offering price. Accordingly, investors should be prepared to face a complete loss of their investment.

Although the audit report included in this prospectus is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in JM Group’s securities may be prohibited under the HFCA Act if the SEC subsequently determines JM Group’s audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges may determine to delist JM Group’s securities. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.

As an auditor of companies that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, JM Group’s auditor is required under the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. The PCAOB is currently unable to conduct inspections without the approval of the PRC government authorities. JM Group’s U.S. auditor is subject to PCAOB inspections on a regular basis, and we have no operations in mainland China. However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in mainland China and we cannot assure you that JM Group’s auditor’s work will continue to be able to be inspected by the PCAOB.

As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a foreign public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (“EQUITABLE”)

Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges of issuers included on the SEC’s list for three consecutive years, thus reducing the time period for triggering the prohibition on trading. It is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. On May 20, 2020, the U.S. Senate passed the HFCA Act, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The U.S. House of Representatives passed the HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. JM Group will be required to comply with these rules if the SEC identifies JM Group as having a “non-inspection” year (as defined in the interim final rules) under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Under the HFCA Act, JM Group’s securities may be prohibited from trading on U.S. stock exchanges if JM Group’s auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in JM Group’s Ordinary Shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. On September 22, 2021, the PCAOB adopted a final rule implementing the AHFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the AHFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the AHFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the AHFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the SEC announced that the PCAOB designated mainland China and Hong Kong as the jurisdictions where the PCAOB is not allowed to conduct full and complete audit inspections as mandated under the HFCA Act. On August 26, 2022, a Statement of Protocol was signed by the PCAOB, the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. On December 29, 2022, the CAA was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. JM Group’s auditor is based in the United States, and therefore is not currently subject to the determinations announced by the PCAOB on December 16, 2021. Notwithstanding the foregoing, in the future, if there is any regulatory change or step taken by PRC regulators that does not permit WWC, P.C. to provide audit work papers located in mainland China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, the trading in JM Group’s securities may be prohibited under the HFCA Act, ultimately resulting in a determination by a securities exchange to delist our securities. Delisting of JM Group’s Ordinary Shares would force holders of JM Group’s Ordinary Shares to sell their Ordinary Shares. The market price of JM Group’s Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance.

The SEC is assessing how to implement other requirements of the AHFCAA, including the listing and trading prohibition requirements described above. Future developments in respect of increasing U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures.

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

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

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

On May 20, 2020, the U.S. Senate passed the HFCA Act 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 to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act.

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

NYSE American may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and our insiders will hold a large portion of our listed securities.

Under Section 101 of the NYSE American Company Guide, NYSE American has discretionary authority to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on NYSE American inadvisable or unwarranted in the opinion of NYSE American, even though the securities meet all enumerated criteria for initial or continued listing on NYSE American.

Additionally, NYSE American has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities. NYSE American was concerned that the offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. JM Group’s initial public offering

will be relatively small and the insiders of JM Group will hold a large portion of its listed securities following the consummation of the offering. Therefore, JM Group may be subject to the additional and more stringent criteria of NYSE American for its initial and continued listing, which might cause delay or even denial of our listing application.

JM Group’s Ordinary Shares may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

When JM Group’s Ordinary Shares are approved by NYSE and begin trading on NYSE American, JM Group’s Ordinary Shares may be “thinly-traded”, meaning that the number of persons interested in purchasing JM Group’s Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that JM Group is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if JM Group came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as JM Group or purchase or recommend the purchase of JM Group’s shares until such time as JM Group became more seasoned. As a consequence, there may be periods of several days or more when trading activity in JM Group’s shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for JM Group’s Ordinary Shares may not develop or be sustained.

The initial public offering price for JM Group’s Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price for JM Group’s Ordinary Shares may vary from the market price of its Ordinary Shares following our initial public offering. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. If you purchase JM Group’s Ordinary Shares in JM Group’s initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of JM Group’s Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price for JM Group’s Ordinary Shares may be volatile and subject to wide fluctuations due to factors such as:

•        the financial projections JM Group may provide to the public, any changes in these projections or our failure to meet these projections;

•        actual or anticipated fluctuations in JM Group’s quarterly operating results;

•        changes in financial estimates by securities research analysts;

•        negative publicity, studies or reports;

•        our capability to catch up with the technology innovations in the industry;

•        announcements by JM Group or its competitors of acquisitions, strategic business relationships, joint ventures or capital commitments;

•        addition or departure of key personnel;

•        fluctuations of exchange rates between the Hong Kong dollar and the U.S. dollar; and

•        general economic or political conditions in Hong Kong, the PRC and greater Asia region.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of JM Group’s Ordinary Shares.

You will experience immediate and substantial dilution in the net tangible book value of Ordinary Shares purchased.

The initial public offering price of JM Group’s Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of its Ordinary Shares. Consequently, when you purchase JM Group’s Ordinary Shares in the offering and upon completion of the offering, you will incur immediate dilution of $3.54 per share, assuming an initial public offering price of $13,272,680, which is the midpoint of the price range as set forth on the cover page of this prospectus. See “Dilution” on page 62 of this prospectus.

Substantial future sales of JM Group’s Ordinary Shares or the anticipation of future sales of JM Group’s Ordinary Shares in the public market could cause the price of JM Group’s Ordinary Shares to decline.

Sales of substantial amounts of JM Group’s Ordinary Shares in the public market after this offering and the sales of our Ordinary Shares by the selling shareholders pursuant to the Resale Prospectus filed contemporaneously herewith, or the perception that these sales could occur, could cause the market price of JM Group’s Ordinary Shares to decline. An aggregate of 16,000,000 Ordinary Shares are outstanding before the consummation of this offering and 19,750,000 Ordinary Shares will be outstanding immediately after the consummation of this offering, assuming that the underwriter does not exercise its over-allotment option. Sales of these shares into the market could cause the market price of JM Group’s Ordinary Shares to decline.

JM Group does not intend to pay dividends for the foreseeable future.

JM Group currently intends to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to JM Group’s dividend policy will be made at the discretion of JM Group’s board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

On October 31, 2021, JM Manufacturing HK declared a per share dividend of HKD885 ($113) to its then sole shareholder, Mr. Ting, which was paid in full in a total amount of HKD8,850,000 ($1,130,152) to the shareholder on October 31, 2021; On October 31, 2022, JM Manufacturing HK declared a per share dividend of HKD900 ($115) to its then sole shareholder, Mr. Ting, which was paid in full in a total amount of HKD9,000,000 ($1,149,308) to the shareholder on October 31, 2022. Other than the foregoing, JM Manufacturing HK has no plan to declare or pay any further cash dividends on our capital shares.

If JM Group determines to pay dividends on any of JM Group’s Ordinary Shares in the future, as a holding company, it will be dependent on receipt of funds from its Hong Kong subsidiary, JM Manufacturing HK. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by JM Group.

If securities or industry analysts do not publish research or reports about JM Group’s business, or if they publish a negative report regarding JM Group’s Ordinary Shares, the price of JM Group’s Ordinary Shares and trading volume could decline.

The trading market for JM Group’s Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about JM Group or its business. We do not have any control over these analysts. If one or more of the analysts who cover JM Group downgrade JM Group, the price of JM Group’s Ordinary Shares would likely decline. If one or more of these analysts cease coverage of JM Group or fail to regularly publish reports on JM Group, JM Group could lose visibility in the financial markets, which could cause the price of JM Group’s Ordinary Shares and the trading volume to decline.

JM Group may experience extreme stock price volatility unrelated to its actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of JM Group’s Ordinary Shares, and such volatility may subject JM Group to securities litigation.

The market for JM Group’s Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that JM Group’s share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. 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, JM Group may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, JM Group’s Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to JM Group’s actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of JM Group’s Ordinary Shares.

In addition, if the trading volumes of JM Group’s Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Ordinary Shares. This low volume of trades could also cause the price of JM Group’s Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of JM Group’s Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of JM Group’s Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in JM Group’s Ordinary Shares. A decline in the market price of JM Group’s Ordinary Shares also could adversely affect its ability to issue additional shares of Ordinary Shares or other securities and JM Group’s ability to obtain additional financing in the future. No assurance can be given that an active market in JM Group’s Ordinary Shares will develop or be sustained. If an active market does not develop, holders of JM Group’s 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, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. JM Group may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because JM Group is incorporated under British Virgin Islands law.

JM Group is a company incorporated under the laws of the British Virgin Islands. JM Group’s corporate affairs are governed by its amended and restated memorandum and articles of association, the BVI Act and the common law of the British Virgin Islands. The rights of shareholders to take action against JM Group’s directors, actions by its minority shareholders and the fiduciary duties of JM Group’s directors to it under the British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin 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 British Virgin Islands. The rights of JM Group’s shareholders and the fiduciary duties of its directors under the British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the British Virgin Islands. In addition, British Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Certain corporate governance practices in the British Virgin Islands, where JM Group was incorporated, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. JM Group is permitted to rely on home country practice with respect to its corporate governance. Although JM Group currently does not intend to rely on home country practice immediately after the initial public offering, it may elect to rely on home country practice in the future. If JM Group chooses to follow the British Virgin Islands’ practice in the future, its shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. See “Risk Factors — Risks Related to JM Group’s Ordinary Shares and This Offering — As a foreign private issuer, JM Group is permitted to, and it will, rely on exemptions from certain NYSE corporate governance practices applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.” on page 52 of this prospectus.

As a result of all of the above, public shareholders may have more difficulties in protecting their interests in the face of actions taken by JM Group’s management, or members of its board of directors, than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the BVI Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Differences in Corporate Law.” beginning on page 126 of this prospectus.

As a foreign private issuer, JM Group is permitted to, and it will, rely on exemptions from certain NYSE corporate governance practices applicable to domestic U.S. issuers. This may afford less protection to holders of our shares.

As a foreign private issuer, JM Group is permitted to take advantage of certain provisions in the NYSE American Company Guide that allow JM Group to follow its home country law for certain governance matters. Certain corporate governance practices in its home country, the British Virgin Islands, may differ significantly from corporate governance listing standards. Currently, JM Group does not plan to rely on any home country practices with respect to its corporate governance immediately following this offering. Under the NYSE American Company Guide, it may in the future

decide to use the home country practices exemption with respect to some or all of the other corporate governance rules, provided that it discloses the requirements that JM Group is not following and describe the home country practices it is following. However, if JM Group choose to follow home country practices in the future, its shareholders may be afforded less protection than they would otherwise enjoy under the NYSE American corporate governance listing standards applicable to U.S. domestic issuers.

If JM Group cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of NYSE American, although JM Group is exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, our securities may not be listed or may be delisted, which could negatively impact the price of JM Group’s securities and your ability to sell them.

JM Group will seek to have its securities approved for listing on NYSE American upon consummation of this offering. We cannot assure you that JM Group will be able to meet those initial listing requirements at that time. Even if JM Group’s securities are listed on NYSE American, we cannot assure you that JM Group’s securities will continue to be listed on NYSE American.

In addition, following this offering, in order to maintain JM Group’s listing on NYSE American, JM Group will be required to comply with certain rules of NYSE American, including those regarding minimum shareholders’ equity, minimum share price and certain corporate governance requirements. Even if JM Group initially meets the listing requirements and other applicable rules of NYSE American, it may not be able to continue to satisfy these requirements and applicable rules. If JM Group is unable to satisfy NYSE American’s criteria for maintaining our listing, its securities could be subject to delisting.

If NYSE does not list JM Group’s securities, or subsequently delists JM Group’s securities from trading, JM Group could face significant consequences, including:

•        a limited availability for market quotations for JM Group’s securities;

•        reduced liquidity with respect to JM Group’s securities;

•        a determination that JM Group’s Ordinary Shares are a “penny stock,” which will require brokers trading in JM Group’s Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for JM Group’s Ordinary Shares;

•        limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Because our business is conducted in Hong Kong dollars and the price of JM Group’s Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.

Our business is conducted in Hong Kong, our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that JM Group files with the SEC and provide to its shareholders are presented in United States dollars. Changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United States dollars. The value of the Hong Kong dollar against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue and financial condition. Further, although JM Group’s Ordinary Shares offered by this prospectus are denominated in United States dollars, JM Group will need to convert the net proceeds it receives into Hong Kong dollars in order to use the funds for our business. Changes in the conversion rate between the United States dollar and the Hong Kong dollar will affect that amount of proceeds JM Group will have available for our business.

JM Group has broad discretion in the use of the net proceeds from this offering and may not use them effectively.

JM Group’s management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and

variability of factors that will determine JM Group’s use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by JM Group’s management to apply these funds effectively could harm our business.

JM Group’s pre-IPO shareholders will be able to sell their shares after completion of this offering subject to restrictions under Rule 144.

JM Group’s pre-IPO shareholders may be able to sell their Ordinary Shares under Rule 144 after completion of this offering. Because these shareholders have paid a lower price per Ordinary Share than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price. This fact could impact the trading price of the stock following completion of the offering, to the detriment of participants in this offering. Under Rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. JM Group does not expect any of the Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this offering.

There can be no assurance that JM Group will not be a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of JM Group’s Ordinary Shares.

A non-U.S. corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year consists of certain types of “passive” income; or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income, or the asset test. Based on JM Group’s current and expected income and assets (taking into account the expected cash proceeds and our anticipated market capitalization following this offering), JM Group does not presently expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether JM Group is or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of JM Group’s income and assets. In addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with JM Group’s conclusion or that the IRS would not successfully challenge JM Group’s position. Fluctuations in the market price of JM Group’s Ordinary Shares may cause JM Group to become a PFIC for the current or subsequent taxable years because the value of JM Group’s assets for the purpose of the asset test may be determined by reference to the market price of JM Group’s Ordinary Shares. The composition of JM Group’s income and assets may also be affected by how, and how quickly, it uses its liquid assets and the cash raised in this offering. If JM Group were to be or become a PFIC for any taxable year during which a U.S. Holder holds JM Group’s Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder and such U.S. Holder may be subject to additional reporting requirements and increased U.S. federal income tax liability. Our status as a PFIC is a fact-intensive determination made on an annual basis. Accordingly, our U.S. counsel expresses no opinion with respect to our PFIC status and also expresses no opinion with regard to our expectations regarding our PFIC status. For a more detailed discussion of the application of the PFIC rules to JM Group and the consequences to U.S. taxpayers if JM Group were or are determined to be a PFIC, see “Taxation — Passive Foreign Investment Company.” beginning on page 137 of this prospectus.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

•        our ability to continue as going concern;

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

•        current and future economic and political conditions;

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

•        our expectations regarding our customer base;

•        our ability to procure the applicable regulatory licenses in the relevant jurisdictions that we operate in;

•        competition in our industry;

•        relevant government policies and regulations relating to our industry;

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

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

•        overall industry and market performance; and

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

We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors” Beginning on page 24 of this prospectus. We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

Industry Data and Forecasts

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The gifts, toys, and household products industry in Hong Kong, greater Asia and North America, 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 JM Group’s Ordinary Shares. In addition, the new and rapidly changing nature of the gifts, toys, and household products 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.

ENFORCEABILITY OF CIVIL LIABILITIES

JM Group is incorporated in the British Virgin Islands to take advantage of certain benefits associated with being a British Virgin Islands business company, such as:

•        political and economic stability;

•        an effective judicial system;

•        a favorable tax system;

•        the absence of exchange controls or currency restrictions; and

•        the availability of professional and support services.

However, certain disadvantages accompany incorporation in the British Virgin Islands. These disadvantages include, but are not limited to:

•        the British Virgin Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors as compared to the United States; and

•        British Virgin Islands companies may not have standing to sue before the federal courts of the United States.

JM Group’s amended and restated memorandum and articles of association do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, JM Group’s officers, directors and shareholders, be arbitrated.

All of JM Group’s assets are located in Hong Kong. In addition, all of JM Group’s directors and officers are nationals or residents of Hong Kong. As a result, it may be difficult for investors to effect service of process within the United States upon JM Group or these persons, or to enforce against JM Group or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

JM Group has appointed Puglisi & Associates as its agent to receive service of process upon whom process may be served in any action brought against us under the securities laws of the United States.

Ogier, JM Group’s British Virgin Islands counsel, and Tian Yuan Law Firm LLP, JM Group’s Hong Kong counsel, have advised JM Group that there is uncertainty as to whether the courts of the BVI or Hong Kong would (i) recognize or enforce judgments of United States courts obtained against JM Group or its directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the British Virgin Islands or Hong Kong against JM Group or its directors or officers predicated upon the securities laws of the United States or any state in the United States.

There is uncertainty with regard to British Virgin Islands law as to whether a judgment obtained from the United States courts under civil liability provisions of the securities laws will be determined by the courts of the British Virgin Islands as penal or punitive in nature. If such a determination is made, the courts of the British Virgin Islands are also unlikely to recognize or enforce the judgment against a British Virgin Islands company. Because the courts of the British Virgin Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the British Virgin Islands. Ogier has advised us that although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the federal or state courts of the United States, in certain circumstances a judgment obtained in such jurisdiction may be recognized and enforced in the courts of the British Virgin Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the High Court of the British Virgin Islands, provided such judgment:

•        is given by a foreign court of competent jurisdiction and such foreign court had proper jurisdiction over the parties subject to such judgment;

•        imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

•        is final;

•        no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the BVI;

•        is not in respect of taxes, a fine, a penalty or similar fiscal or revenue obligations of the company; and

•        was not obtained in a fraudulent manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the British Virgin Islands.

In appropriate circumstances, a BVI Court may give effect in the BVI to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

Tian Yuan Law Firm LLP, JM Group’s Hong Kong counsel, has further advised JM Group that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States, as there are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. However, the common law permits an action to be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is for a liquidated amount in civil and commercial matters and not in respect of taxes, fines, penalties, or similar charges, the judgment is not obtained by fraud, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, contrary to Hong Kong public policy, and in conflict with a prior Hong Kong judgment. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of U.S. courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any state or territory within the United States.

USE OF PROCEEDS

JM Group estimates that, assuming that the underwriters do not exercise the over-allotment option, JM Group will receive net proceeds of $13,137,000 from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by JM Group and based upon an assumed initial public offering price of $4.50 per Ordinary Share, which is the midpoint of the price range as set forth on the cover page of this prospectus.

The foregoing represents JM Group’s current intentions based upon its present plans and business conditions to use and allocate the net proceeds of this offering. JM Group’s management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. To the extent that the net proceeds JM Group receives from this offering are not immediately used for the above purposes, JM Group intends to invest its net proceeds in short-term, interest-bearing bank deposits or debt instruments.

Brand promotion and marketing

After going public, JM Group aims to further promote its company branding, profile and professional capability in order to achieve strong reputation and reliable image. We believe enhancing the trust level from our existing and potential customers is the key success factor for our industry in the long run. In addition, we plan to conduct feasibilities study about expanding our business to the U.S., Europe and other Asia markets.

Recruitment of talented personnel

Human resources is crucial for our industry, and recruitment of talented personnel continues to be one of our on-going top priorities during day-to-day operations. Thus, we plan to recruit additional experienced staff, including administrative, executive and accounting personnel, marketing and sales as well as designers with solid industry backgrounds that can support the expansion of business, and necessary research and development personnel to support development of new product lines.

Strategic investments and acquisitions

JM Group plans to allocate 25% of the net proceeds of the Offering for strategic investments in complementary businesses, products or services, although JM Group does not currently have any plans or commitments for any such acquisitions or investments.

General working capital

JM Group aims to reserve 25% of net proceeds for general working capital needs and use as daily operation. This can serve as a buffer to deal with the fluctuating economic environment and at the same time provide a stable finance backup for daily operational use.

The foregoing represents JM Group’s current intentions based upon its present plans and business conditions to use and allocate the net proceeds of this offering. JM Group’s management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. To the extent that the net proceeds JM Group receives from this offering are not immediately used for the above purposes, JM Group intends to invest its net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

Subject to the BVI Act and JM Group’s amended and restated memorandum and articles of association, JM Group’s board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of JM Group’s assets will exceed its liabilities and JM Group will be able to pay its debts as they become due. There is no further BVI statutory restriction on the amount of funds which may be distributed by us by dividend.

As of the date of this prospectus, JM Manufacturing HK has distributed dividends as follows: On October 31, 2021, JM Manufacturing HK declared a per share dividend of HKD885 (US$113) to its then sole shareholder, Mr. Ting, which was paid in full in a total amount of HKD8,850,000 (US$1,130,152) to the shareholder on October 31, 2021; On October 31, 2022, JM Manufacturing HK declared a per share dividend of HKD900 (US$115) to its then sole shareholder, Mr. Ting, which was paid in full in a total amount of HKD9,000,000 (US$1,149,308) to the shareholder on October 31, 2022. If JM Group determines to pay dividends on any of JM Group’s Ordinary Shares in the future, as a holding company, JM Group will be dependent on receipt of funds from its Hong Kong subsidiary JM Manufacturing HK. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by JM Group.

Other than disclosed above, JM Group has not declared or paid any cash dividends on its capital shares, or made any transfers or distributions between JM Group and JM Manufacturing HK, or to shareholders of JM Group. JM Group currently intends to retain all available funds and future earnings, if any, for the operation and expansion of our business and does not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to JM Group’s dividend policy will be made at the discretion of JM Group’s board of directors after considering JM Group’s financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

If JM Group determines to pay dividends on any of JM Group’s Ordinary Shares in the future, as a holding company, JM Group will be dependent on receipt of funds from its Hong Kong subsidiary, JM Manufacturing HK.

Cash dividends, if any, on JM Group’s Ordinary Shares will be paid in U.S. dollars.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by JM Group. See “Taxation — Hong Kong Profits Taxation.” on page 140 of this prospectus.

CAPITALIZATION

The following table sets forth JM Group’s capitalization as of March 31, 2025:

•        on an actual basis; and

•        on an as adjusted basis to reflect the issuance and sale of the Ordinary Shares by us in this offering at the assumed initial public offering price of $4.50 per Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and the estimated offering expenses payable by JM Group.

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” beginning on page 65 of this prospectus.

____________

(1)      Giving retroactive effect to the 16,000-for-1 share split effected on July 24, 2025.

(2)      The number of ordinary shares to be outstanding after the offering is based on 16,000,000, which is the number of shares outstanding on March 31, 2025, assumes no exercise by the underwriters of their option to purchase up to an additional 562,500 Ordinary Shares to cover over-allotments, if any.

DILUTION

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

JM Group’s net tangible book value as of HKD29,871,388 was approximately $3,839,559, or $0.0000625 per Ordinary Share. Net tangible book value represents the amount of JM Group’s total consolidated tangible assets, less the amount of JM Group’s total consolidated liabilities. Dilution is determined by subtracting the as adjusted net tangible book value per Ordinary Share from the initial public offering price per Ordinary Share and after deducting the estimated discounts to the underwriter and the estimated offering expenses payable by JM Group.

After giving further effect to JM Group’s sale of 3,750,000 Ordinary Shares in this offering at the assumed public offering price of $4.50 per Ordinary Share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated offering expenses payable by JM Group, JM Group’s pro forma as adjusted net tangible book value as of March 31, 2025 is $11,022,441, or $0.55 per Ordinary Share. This represents an immediate increase in as adjusted net tangible book value per Ordinary Share of $0.80 to our existing shareholders and an immediate dilution in as adjusted net tangible book value per Ordinary Share of $3.95 to new investors purchasing Ordinary Shares in this offering.

The following table illustrates this dilution on a per Ordinary Share basis.

An increase (decrease) in the assumed initial public offering price of JM Group’s Ordinary Shares would increase (decrease) JM Group’s net tangible book value after giving effect to the offering assuming no change to the number of JM Group’s Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting estimated expenses payable by JM Group.

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

The following table summarizes, on an as adjusted basis as of March 31, 2025, the differences between existing shareholders and the new investors, the total consideration paid and the average price per Ordinary Share before deducting the estimated discounts to the underwriter and the estimated offering expenses payable by JM Group.

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 JM Group Limited’s consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties, and assumptions. JM Group Limited’s 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

Leveraging our expertise in the gifts, toys, and household products industry, we aim to promote consumer lifestyles. Through JM Manufacturing (HK) Limited (“JM Manufacturing HK”), the wholly-owned subsidiary of JM Group Limited (“JM”) in Hong Kong, we primarily engage in sourcing and wholesaling of a variety of products, including without limitation, gifts, toys, household products and other products for international brand owners. Additionally, we provide product design and development collaboration as a value-added service for our customers. Our customers range from retailers, distributors to wholesalers across regions, including Australia, Hong Kong, Mexico and the United States. Having commenced operations in 2016, we have accumulated over seven years of experience in the industry.

Over years of operation, we sourced and wholesaled a wide range of gifts, toys, household products, and other product that can be broadly classified into eight (8) major categories: (i) sports and outdoor recreation products, including water gun, umbrella, pool volleyball, athletic equipment and accessories, (ii) toys and games, (iii) seasonable décor and party supplies, including interior decorative elements, Christmas tree, and other general festival and event decorative goods, (iv) electronics, including electronic toys and automotive battery; (v) home and tools, (vi) school, office and art supplies, including art and craft, (vii) clothing, shoes and accessories, (vii) personal care products, such as personal care appliance, and (viii) others.

Our revenue increased from HKD119,097,976 for the year ended September 30, 2023, to HKD221,238,043 (US$ 28,475,930) for the year ended September 30, 2024, representing an increase of 85.8%, which was primarily due to increased sales demand, especially in the sports, outdoors and personal care products.

Our gross profit margin increased by 4.8% for the year ended September 30, 2024, which in line with the revenue increased.

Our revenue increased from HKD129,091,833 for the six months ended March 31, 2024, to HKD147,348,725 (US$18,939,668) for the six months ended March 31, 2025, representing an increase of 14.1%, which was primarily due to increased sales demand, especially in the sports, outdoors and personal care products, and acquisition of a new customer during the six months ended March 31, 2025.

Although revenue increased during the period, our gross profit margin declined slightly by 2.7%, primarily due to a disproportionate rise in the cost of sales. This may be attributed to factors such as increased raw material or production costs, and shift in costs toward lower-margin products at the expense of margin. As a result, while topline growth remained strong, profitability at the gross level was under pressure.

Key Factors that Affect Results of Operations

Our results of operations have been and will continue to be affected by a number of factors, including those set out below:

Competition from other sellers in the market

The gifts, toys, and household products sourcing market are relatively fragmented and competitive. We primarily compete with other sourcing companies in the industry and indirectly compete with manufacturers based in Southeast Asia. We compete based on our product quality, research and development capabilities, established customer relationships and our experienced management team. Our current and future competitors may have longer operating histories, larger and more established customer bases, better manufacturer relationships, better supply chain capabilities, or greater financial, technical, or marketing resources than we do. Competitors may leverage their

experience and resources to compete with us in a variety of ways, including investing more heavily in sales and marketing, adopting more aggressive pricing strategies, and making acquisitions for the expansion of their products. There can be no assurance that we will be able to compete successfully against current or future competitors, and such competition may have a material adverse impact on our business, financial condition, and results of operation.

Our ability to retain existing customers and attract new customers

Our success depends on our ability to maintain good relationships with our existing customers and increase sales to them over time, as a significant amount of current net revenue is generated from sales to a limited number of existing customers. If we are unable to satisfy our existing customer needs in terms of product quality or service level, our business transactions with our customers may decline, and our operating results and financial conditions would be adversely impacted in a material manner.

In addition, our future success depends in part on our ability to attract new customers and continue to expand our customer base. In order to attract new customers, we must increase our investment in sales and marketing functions across markets and recruit the right talent to drive the expansion efforts. Such investment and recruitment activities may not necessarily yield an increase in revenue, and even if they do, the expenses we will incur may more than offset any increase in revenue, which would harm our business, financial condition, and growth prospects.

Our ability to manage costs of raw materials or transportation

Changes in the costs of raw materials or transportation indirectly affect our cost structure. Any increase in production costs may be passed on to us, but we might not be able to pass on all or any part of the subsequent increase in costs to our customers, which may have a material adverse effect on our financial performance. We do not have long-term contracts with third-party contract manufacturers and raw material vendors. We usually enter into fixed-price contracts with vendors and agree on raw materials pricing concurrently with our acceptance of each customer order, but in some cases a short time gap may be inevitable. Where market forces drive up raw material costs, we may from time to time fail to negotiate price terms that are advantageous to us and hence put pressure on our profit margin.

A downturn in general economic conditions

Majority of our revenue was derived from sales to the US consumer market, with future expansion strategies into the Europe and Asia market. In recent years, the global economic indicators have shown mixed signs, and the future growth of the economies is subject to many factors beyond our control. A downturn in the economy could adversely impact consumer purchases of discretionary items such as gifts, toys, and household products. Factors that could affect consumers’ willingness to make such discretionary purchase include general business conditions, levels of employment, interest rates and tax rates, the availability of consumer credit, and consumer confidence in future economic conditions. In the event of an economic downturn, we could experience lower than expected net sales, which could force us to delay or slow down our growth strategy and have a material adverse effect on our business, financial condition, profitability, and cash flow.

The COVID-19 pandemic has and may continue to have an adverse impact on our business, operating results, and financial condition.

The COVID-19 pandemic and the travel restrictions, quarantines, and other related public health measures and actions taken by governments and the private sector have adversely affected global economies, financial markets, and the overall environment for our business, and the extent to which it may continue to impact our results of operations and overall financial performance remains uncertain. The global macroeconomic effects of the pandemic may persist indefinitely, even after the pandemic has subsided.

Supply chain disruptions have become a major challenge for the global economy since the start of the COVID-19 pandemic. These shortages and supply-chain disruptions are significant and widespread. Lockdowns in several countries across the world, labor shortages, robust demand for tradable goods, disruptions to logistics networks, and capacity constraints have resulted in increases in freight costs and delivery times. Companies that are reliant on the movement of goods and materials, such as our company, may suffer from plant closures and supply shortages across the extended supply network.

The extent to which the pandemic may impact our results of operations going forward will depend on future developments, including the frequency, duration and extent of outbreaks of COVID-19, the appearance of new variants with different characteristics, and the success or failure of efforts to contain or treat cases. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this prospectus.

Economic, political and social conditions in mainland China and Hong Kong, as well as its government policies, laws and regulations

Our key operations are in Hong Kong. However, due to the long arm provisions under the current laws and regulations of mainland China, the PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time with little or no advance notice, which could result in a material change in our operations and/or the value of JM Group Limited’s Ordinary Shares. Accordingly, our business, prospects, financial condition, and results of operations may be influenced to a significant degree by the political, economic, and social conditions in the PRC generally and by the continued economic growth in mainland China as a whole. Accordingly, our results of operations and prospects are, to a significant degree, subject to economic, political, and legal developments in the PRC.

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that there will not be any changes in the economic, political, and legal environment in Hong Kong in the future. Since our operation is based in Hong Kong, any change of such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Basis of presentation

The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2025, and results of operations and cash flows for the six-months ended March 31, 2024 and 2025. The unaudited interim condensed consolidated balance sheet as of March 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended September 30, 2023 and 2024 and related notes included in the Company’s audited consolidated financial statements.

Use of estimates and assumptions

In preparing the unaudited interim condensed consolidated financial statements in conformity with the U.S. GAAP, the management is required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information available as of the date of the unaudited interim condensed consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, allowance of expected credit losses, useful lives of property and equipment, the impairment of long-lived assets, uncertain income tax positions, and implicit interest rate of operating and finance leases. Actual results could differ from those estimates.

Risks and uncertainties

Economic and political risks

The Company’s operations are mainly conducted in Hong Kong. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in Hong Kong.

The Company’s operations in Hong Kong are subject to special considerations and significant risks. These include risks associated with, among others, the political, economic, and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Hong Kong, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Liquidity Risk

Our accompanying unaudited interim condensed consolidated financial statements has exposed to liquidity risk, which is the risk that we are unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. As of September 30, 2024 and March 31, 2025, the Company’s working capital deficit was HKD36,287,480 and HKD25,611,344 (US$3,291,990). This factor raises substantial doubt as to whether the Company will be able to continue as a going concern. The liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and related parties to obtain short-term funding to meet the liquidity shortage.

Our Company is attempting to commence operations and generate sufficient revenue and borrow money from financial institutions; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering to alleviate working capital pressure. Additionally, management intends to negotiate extended credit periods with suppliers and to request prepayments or milestone payments from customers, if feasible. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

Inflation Risk

Management monitors changes in price levels. Historically inflation has not materially impacted the Company’s unaudited interim condensed consolidated financial statements; however, significant increases in the price of raw materials and labor that cannot be passed to the Company’s customers could adversely impact the Company’s results of operations.

Foreign currency translation

The Company uses Hong Kong dollars (“HKD”) as its reporting currency. The functional currency of the Company and its subsidiary which is incorporated in Hong Kong is HKD, which is its respective local currency based on the criteria of ASC 830, “Foreign Currency Matters”.

In the unaudited interim condensed consolidated financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the unaudited interim condensed consolidated income statements during the year in which they occur.

Convenience translation

Translations of amounts in the unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of income and unaudited interim condensed consolidated statements of cash flows from HKD into US$ as of and for the six months ended March 31, 2025 are solely for the convenience of the reader and

were calculated at the noon buying rate of US$1 = HKD7.7799, as published in H.10 statistical release of the United States Federal Reserve Board. Translations of amounts in the consolidated balance sheet, consolidated statements of income and consolidated statements of cash flows from HKD into US$ as of and for the year ended September 30, 2024, are solely for the convenience of the reader and were calculated at the noon buying rate of US$1 = HKD7.7639, as published in H.10 statistical release of the United States Federal Reserve Board on September 30, 2024. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.

Fair value measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:

•        Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•        Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

•        Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

As of September 30, 2024 and March 31, 2025, the carrying values of current assets and current liabilities approximated their fair values reported in the consolidated balance sheets and the unaudited interim condensed consolidated balance sheets due to the short-term maturities of these instruments, respectively.

Cash

Cash mainly represents cash on hand, cash in the bank and demand deposits placed with financial institutions, which have original maturities of less than three months and are unrestricted as to withdrawal or use. As of September 30, 2024 and March 31, 2025, the Company had HKD4,858,613 and HKD17,622,838 (US$2,265,175) in cash, respectively. The Company maintains all its bank accounts in Hong Kong.

Accounts receivables and allowance for expected credit losses accounts

Accounts receivables are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts overdue up to 60 to 120 days.

The Company make estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the unaudited interim condensed consolidated statements of income. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written off against the allowance for expected credit losses after management has determined that the likelihood of collection is not probable.

Allowance for expected credit losses accounts was HKD18,154,619 as of September 30, 2024, and HKD7,709,123 (US$990,903) as of March 31, 2025.

Accounts receivable that are factored out to banks with recourse to the Company are not derecognized until the recourse period expires and the risks and rewards of the receivables have been fully transferred. The corresponding cash received from the banks is recorded as a short-term loan. Any fee incurred to effect factoring is net-off against short-term loan and taken to the unaudited interim condensed consolidated statements of income over the period of factoring using the effective interest method.

The Company from time to time may factor accounts receivables due from certain high credit quality customers to factoring house, on a recourse basis, in exchange of a loan equal to approximately 90% of the face value of the receivables in exchange for immediate cash proceeds for use in operations.

Factoring liability

On July 14, 2017, the Company entered into a factoring agreement with Standard Chartered Bank to sell the accounts receivables of the Company’s customers with total limits of HKD28,000,000. Under the agreement, when the Company sells accounts receivable to Standard Chartered Bank, the bank prepays approximately 90% of accounts receivable to the Company. The Company is obligated to bear the default risk of the transferred accounts receivable and is liable for the losses incurred in any business dispute.

The factoring is not treated as a sale in accordance with ASC 860 “Transfers and Servicing” but as a secured borrowing. Such borrowings are presented as short-term loans. See Note 14 for disclosure of short-term loan.

The Company reports the cash flows attributable to the sale of receivables to third parties and the cash receipts from collections made on behalf of and paid to third parties, on a gross basis as trade accounts receivables and payment of loans in cash flow from financing activities in the Company’s unaudited interim condensed consolidated statement of cash flows.

As of September 30, 2024 and March 31, 2025, the Company has balance of factoring arrangements against HKD22,675,250 and HKD27,286,961 (US$3,507,367) of accounts receivable, respectively.

Prepayments

Prepayments mainly consist of prepayments to manufacturers. Management reviews its prepayments on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. As of September 30, 2024 and March 31, 2025, no allowance was deemed necessary.

Deposits

Deposits paid by the company represent amounts paid in advance for utility, rental or other contractual obligations. These amounts are refundable and bear no interest. As of September 30, 2024 and March 31, 2025, no allowance was deemed necessary.

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method after consideration of the estimated useful lives. The estimated useful lives are as follows:

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterment, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

Impairment for long-lived assets

Long-lived assets, including property and equipment, is reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of September 30, 2024 and March 31, 2025, no impairment of long-lived assets was recognized.

Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption value is taken to the income statement over the period of the borrowings using the effective interest method. Borrowings which are due to be settled within twelve months after the balance sheet date are included in short-term loan in the balance sheet even though the original term was for a period longer than twelve months and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the balance sheet date and before the financial statements are authorized for issue. Other borrowings due to be settled more than twelve months after the balance sheet date are included in long-term loan in the balance sheet.

Finance leases

Finance lease assets are subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the Finance lease assets are amortized over the useful life of the underlying asset. Accordingly, the assets leased under the finance leases are included in property and equipment, and depreciation thereon is recognized in operating expenses in the unaudited interim condensed consolidated financial statements. When the Company makes its contractual payments under finance leases, the Company allocates a portion to reduce the finance lease obligation, and a portion is recognized as interest expenses.

Operating leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, current and non-current in the Company’s unaudited interim condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease obligation represents the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to October 1, 2021 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs.

Contract liabilities

The timing of revenue recognition may differ from the timing of invoicing to customers. For certain products, customers are required to pay before the goods or services are delivered. The Company recognizes a contract asset or a contract liability in the unaudited interim condensed consolidated balance sheets, depending on the relationship between the Company’s performance and the customer’s payment.

The Company classifies its right-to-consideration in exchange for goods transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Company recognizes accounts receivable in its unaudited interim condensed consolidated balance sheets when it delivers the goods in advance of receiving consideration and if it has the unconditional right to receive consideration. The Company did not have any capitalized contract costs as of September 30, 2024 and March 31, 2025.

Contract liabilities are recognized if the Company receives consideration in advance of performance, which is mainly in relation to emerging and other goods or services. The Company expects to recognize a significant majority of this balance as revenue over the next 12 months, and the remainder thereafter. As of September 30, 2024 and March 31, 2025, the contract liabilities of the Company amounted to HKD1,226,534 and HKD1,509,718 (US$194,054), respectively.

Revenue recognition

Revenue from contracts with customers is recognized using the five-step model defined by ASC Topic 606 requires the Company to (1) identify its contracts with customers, (2) identify its performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to its performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services.

Under ASC 606, revenue is recognized when control of promised goods or services is transferred to the Company’s customers in an amount of consideration to which an entity expects to be entitled to in exchange for those goods or services. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from the specified goods and services.

The Company currently generates its revenue through trading gifts, toys, and household products and other products through distribution network to the US market. Currently, the Company sells its products through sourcing and wholesale customers. The Company sells goods under Free On Board (“FOB”) shipping point term, and revenue is recognized when product is loaded on the ships and control is deemed as transferred. Typical payment terms set forth in the invoice are within 60 days and factoring loan of accounts receivables are within 120 days.

The Company is the principal for the majority of its transactions and recognizes revenue on a gross basis. The Company is the principal when it has control of the merchandise before it is transferred to customers, which generally is established when the Company is primarily responsible for merchandising decisions, maintains the relationship with customer, and has pricing discretion.

Merchandise costs

Merchandise costs of gifts, toys, household products and other products, which are directly related to revenue-generating transactions, primarily consist of the cost of purchasing of products.

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of bad debts, entertainment & commission, and general administrative expenses such as employee costs, rental expenses, management fee, legal and professional fees and other miscellaneous administrative expenses.

Employee benefit

Hong Kong Employment Ordinance (“The Ordinance”) provides that an employee employed under a continuous employment contract for a period of one month or more immediately preceding a sickness day is entitled to sickness allowance if (1) the sick leave taken is not less than four consecutive days; (2) the sick leave taken is supported by an appropriate medical certificate; and (3) the employee has accumulated sufficient number of paid sickness days. The daily rate of sickness allowance is a sum equivalent to four-fifths of the average daily wages earned by an employee in the 12-month period preceding the first sickness day.

The Ordinance also provides that an employee is entitled to 14 statutory holidays regardless of his or her length of services. Holiday pay should be paid to the employee whose continuous employment contract is not less than three months immediately preceding a statutory holiday is entitled to the holiday pay.

An employee is entitled to paid annual leave after having been employed under a continuous employment contract for every 12 months. An employee’s paid annual leave increases progressively from 7 days to a maximum of 14 days in accordance with his or her length of employment.

Under Hong Kong Mandatory Provident Fund Schemes Ordinance, an employer shall enroll their relevant employees in Mandatory Provident Fund Schemes. Relevant employees are those who are between 18 and 65 years of age and have been employed for consecutive 60 days or more. An employer is required to make regular mandatory contributions of at least 5% of the employee’s monthly income between HKD7,100 and HKD30,000 and HKD1,500 of the employee’s monthly income over HKD30,000.

Government grants

Government grants are granted by local government authorities as an incentive for companies to develop, upgrade and restructure operations, promote domestic sales and enhance competitiveness and facilitate business development. The Company receives government grants related to government sponsored projects and records such government grants as a liability when they are received. The Company records government grants in interest income (expense) and other income (expense). Total government grants amounted to HKD108,800 and nil for the years ended September 30, 2023 and 2024, respectively. No government grants were received for the six months ended March 31, 2024 and 2025.

Income taxes

The Company is not subject to tax on income or capital gains under the current laws of the British Virgin Islands. In addition, upon payments of dividends by the Company and the Company’s subsidiary in Hong Kong, JM Manufacturing to the Company’s shareholders, no British Virgin Islands withholding tax will be imposed.

JM Manufacturing is incorporated in and carry trade and business in Hong Kong and is subject to Hong Kong profits tax under Inland Revenue Department Ordinance.

The charge for taxation is based on actual results for the year as adjusted for items that are non-assessable or disallowed; and it is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. The Company is not currently subject to tax in the British Virgin Islands.

Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the unaudited interim condensed consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.

Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes its liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

Earnings (loss) per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There were no dilutive shares for the six months ended March 31, 2024 and 2025, or for the years ended September 30, 2023 and 2024.

Concentration of credit risk

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and account receivable. The Company places its cash with financial institutions with high-credit ratings and quality.

Accounts receivable primarily comprise of amounts receivable from the service customers. To reduce credit risk, the Company performs ongoing credit evaluations of the financial condition of these service customers. The Company establishes a provision for doubtful accounts based upon estimates, factors surrounding the credit risk of specific service customers and other information.

Concentration of customers

As of September 30, 2024, two major customers, one of the customers is a distributor that represents and sells brands of well-known manufactured products from the US and abroad and the other one is a distributor that represents and sells brands of manufacturers from the Hong Kong to abroad, accounted for 50% and 40% of the Company’s total accounts receivables, respectively. As of March 31, 2025, three major customers, one of the customers is a distributor that represents and sells brands of well-known manufactured products from the US and abroad, one is a distributor that represents and sells brands of manufacturers from the Hong Kong to abroad, and one is a well-known retailer that represents and sells low-cost products from the US and abroad, accounted for 56%, 29% and 10% of the Company’s total accounts receivables, respectively.

For the six months ended March 31, 2024, two major customers, one is a distributor that represents and sells brands of well-known manufactures from the US and abroad, and other one is a distributor that represents and sells brands of manufactures from Hong Kong to abroad, accounted for 70% and 26% of the Company’s total revenues, respectively. For the six months ended March 31, 2025, two major customers, one is a distributor represent and sell brands of well-known manufactures from the US and abroad, and other one is a distributor represent and sell brands of manufactures from Hong Kong to abroad, accounted for 79% and 11% of the Company’s total revenues respectively.

For the year ended September 30, 2023, one major customer, who is a distributor that represents and sells brands of well-known manufactured products from the US and abroad, accounted for 83% of the Company’s total revenues. For the year ended September 30, 2024, two major customers, one is a distributor that represents and sells brands of well-known manufactured products from the US and abroad, and the other one is a distributor that represents and sells brands of manufactured products from Hong Kong to abroad, accounted for 69% and 24% of the Company’s total revenues respectively.

Concentration of manufacturers

As of September 30, 2024, one manufacturer accounted for 16.7% of the total balance of accounts payables. As of March 31, 2025, four manufacturers accounted for 21.1%, 16.1%, 15.6% and 11.4% of the total balance of accounts payable, respectively.

For the six months ended March 31, 2024, three manufacturers accounted for 16%, 15% and 10% of our total purchases, respectively. For the six months ended March 31, 2025, three manufacturers accounted for 20%, 12% and 11% of our total purchases, respectively.

For the year ended September 30, 2023, three manufacturers accounted for 18.2%, 14.2% and 10.4% of our total purchases, respectively. For the year ended September 30, 2024, three manufacturers accounted for 16.6%, 10.7% and 9.2% of our total purchases, respectively.

Segment reporting

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in unaudited interim condensed consolidated financial statements for detailing the Company’s business segments. Based on the criteria established by ASC 280, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. As a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. As the Company’s long-lived assets are substantially located in Hong Kong, no geographical segments are presented.

Deferred initial public offering (“IPO”) cost

Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, and the SEC filing and print related costs. During the six months ended March 31, 2024 and 2025, the Company recorded a charge of HKD465,001 and HKD990,577 related to the IPO. As of September 30, 2024 and March 31, 2025, the Company had capitalized deferred IPO costs of HKD465,001 and HKD1,455,578 (US$187,095), respectively.

Global Unrest

Global unrest due to wars and terrorist attacks have led to further economic disruptions. Mounting inflationary cost pressures and recessionary fears have negatively impacted the global economy. Prior to the interest risks cut in 2024, since mid-2022, the U.S. Federal Reserve had addressed elevated inflation by increasing interest rates due to the inflation risk. Given current market conditions, the Company may be unable to access the capital markets, and additional capital may only be available to the Company on terms that could be significantly detrimental to the Company’s existing shareholders and to the Company’s business.

Recently issued accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This amendment incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are

not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its unaudited interim condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” which primarily requires disaggregated disclosure of certain expense categories in the notes to the financial statements on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the Company is currently assessing the impact of adoption.

In March 2025, the FASB issued ASU 2025-02 — Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company is currently evaluating the effect of adoption of this standard to its unaudited interim condensed consolidated financial statements and disclosures.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of income and unaudited interim condensed consolidated statements of cash flows.

Results of Operations

For the Six Months Ended March 31, 2024, compared to Six Months Ended March 31, 2025

The following table sets forth a summary of the consolidated results of operations of us for the periods indicated, both in absolute amount and as a percentage of its total revenues.