As filed with the U.S. Securities and Exchange Commission on September 8, 2025.

Registration No. [*]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Barentsz Capital Limited

(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

Room 903, 9/F.,

Singga Commercial Centre,

144-151 Connaught Road West,

Sai Ying Pun, Hong Kong

+852 59430987
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

800-221-0102

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

Copies of all communications, including communications sent to agent for service, should be sent to:

Copy to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act 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 number of the earlier effective registration statement for the same offering. ☐

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. SEC, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the SEC is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion) DATED SEPTEMBER 8, 2025

Barentsz Capital Limited

[*] Class A Ordinary Shares

This is the initial public offering of [*] Class A Ordinary Shares (as defined below), par value $0.00001 per share, of Barentsz Capital Limited, a BVI business company incorporated in the British Virgin Islands (“BVI”), which conducts all of its operations through both itself and its Hong Kong subsidiary, Premier ESG Services Limited (“Premier ESG”). Barentsz Capital Limited owns 51% of the issued and outstanding shares of Premier ESG.

Throughout this prospectus, unless the context indicates otherwise, references to “Barentsz”, “our company,” the “Company,” “we,” “us,” “our,” “ourselves”, or similar terms are to Barentsz Capital Limited and its subsidiary. Barentsz Capital Limited is a business operating company that directly engages in core consulting and operational activities and through its subsidiary Premier ESG. We conduct all of our operations in Hong Kong. Hong Kong is a special administrative region (“Hong Kong”) of the People’s Republic of China (“PRC”) and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region ( “Basic Law”), which is a national law of the PRC and constitutional document for Hong Kong, 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.” While the Basic Law provides Hong Kong with a high degree of autonomy, we are subject to the risk that the PRC government intervenes in or influences our operations. The legal and operational risks associated with operating in China also applies to our operations in Hong Kong.

Our company has a dual-class share structure. The Company is authorized to issue a maximum of 4,950,000,000 Class A Ordinary Shares of $0.00001 par value per share and 50,000,000 Class B Ordinary Shares of $0.00001 par value per share. Each Class B Ordinary Shares confers upon shareholder the right to twenty (20) votes at a meeting of the shareholders or on any written resolution of shareholders, and each of our Class A Ordinary Shares confers upon shareholder the right to one (1) vote at a meeting of the shareholders or on any written resolution of shareholders. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof but Class A Ordinary Shares are not convertible into Class B Ordinary Shares. Prior to this offering, there has been no public market for our Class A Ordinary Shares. Our controlling shareholder is Mr. Wei Xiao. Immediately following this offering, Mr. Wei Xiao will beneficially own 0% of our outstanding Class A Ordinary Shares and 100% of our outstanding Class B Ordinary Shares. As a result of his ownership of the high-voting Class B Ordinary Shares, Mr. Wei Xiao will control approximately [*]% of the total voting power of our company. Consequently, Mr. Wei Xiao will have the ability to determine all matters submitted to a vote of our shareholders, including the election of directors and the approval of any merger, consolidation, or sale of all or substantially all of our assets.

We have applied to have our Class A Ordinary Shares listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “BRKK.” We cannot guarantee that we will be successful in listing our Class A Ordinary Shares on the Nasdaq; however, we will not complete this offering unless we are so listed.

Investors in this offering are purchasing Class A Ordinary Shares of Barentsz Capital Limited, a BVI business company and not any equity interest in our subsidiary, Premier ESG. Investors in our Class A Ordinary Shares may never hold equity interests in our subsidiary, Premier ESG. Such a structure involves unique risks to investors in this offering. For a detailed description, see “Risk Factors — Risks Relating to Our Corporate Structure” on page 28 of this prospectus and “Risks Relating to Doing Business in the Jurisdictions in which We Operate” on page 32 of this prospectus.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Our Being an ‘Emerging Growth Company’” and “Risk Factors” on pages 9 and 11, respectively.

Upon the completion of this offering, we will be a “controlled company” as defined under the Nasdaq Listing Rules because our controlling shareholder, Mr. Wei Xiao will own 0% of our total issued and outstanding Class A Ordinary Shares and 100% of our total issued Class B Ordinary Shares, together representing [*] % of the total voting power, assuming that the representative of the underwriters does not exercise the over-allotment option. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Stock Market Rules after the offering, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.

Transfers of Cash and Assets

To the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiary by the PRC government to transfer cash or assets. For a detailed description, see “Risk Factors — Risks Relating to our Class A Ordinary Shares and this offering — To the extent cash or assets in the business is in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiary by the PRC government to transfer cash or assets” on page 18 of this prospectus. The Company currently has no express cash management policies that dictate how such funds are transferred. Although our clients are primarily from Hong Kong and our advertising market is in Hong Kong, none of our business, operations or subsidiaries is located in mainland China, nor do we intend to set up any subsidiary in mainland China or enter into any contractual arrangements to establish a variable interest entity (“VIE”) in mainland China. During the fiscal year ended April 30, 2025, the net cash flow from operating activities of Barentsz Capital Limited was US$705,865. In the same fiscal year, Barentsz Capital Limited declared and paid dividends in the aggregate amount of US$580,000, representing US$11.6 per share, to the shareholders of the Company registered. On May 6, 2025, Barentsz Capital Limited made an additional dividend payment of US$300,000 to the shareholders of the Company.

PRC Permissions and Approvals

While we conduct all of our operations in Hong Kong and do not have a VIE structure, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time. Such actions could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Recently, the PRC government has initiated a series of regulatory actions and statements to regulate business operations, including new measures related to data security and anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how they will be interpreted and implemented, and the potential impact they may have on our Hong Kong subsidiary. Because the Basic Law, which is a national law of the PRC and constitutional document for Hong Kong, 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”, and as advised by our PRC counsel, Jiangsu Junjin Law Firm, we do not believe we or our subsidiary Premier ESG are subject to most 4 laws or regulations relating to overseas securities offerings. However, there may be prominent risks associated with our operations being in Hong Kong.

If there is a significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong may face similar regulatory risks as those operated in the mainland China, including material changes in the company’s operations or the value of the securities being registering for sale or could significantly limit or completely hinder the Company’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Any future actions by the PRC government to exert more oversight and control over offerings conducted overseas by, or foreign investment in, Hong Kong-based issuers could 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. See “Risk Factors — Risks Relating to Doing Business in the Jurisdictions in which We Operate”.

Any changes in the political and economic policies of the PRC government or in relations between China and the United States may materially and adversely affect our business, financial condition, and results of operations or could result in our inability to sustain our growth and expansion strategies. See “Risk Factors — Risks Relating to Doing Business in the Jurisdictions in which We Operate. — All of our operations are in Hong Kong. However, due to the long-arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our business of our subsidiary and may intervene or influence our operations, which could result in a material change in our operations of our subsidiary and/or the value of our Class A Ordinary Shares. Our subsidiary in Hong Kong may be subject to laws and regulations of Mainland China, which may impair our ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, regulations, rules, and the enforcement of laws of Mainland China may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the Mainland China legal and regulatory system cannot be certain.” on page 35 of the prospectus.

Our PRC counsel, Jiangsu Junjin Law Firm, has advised that, as of the date of this prospectus, the Company and its Hong Kong subsidiary (1) are not required to obtain permissions or approvals from any PRC national authorities to operate their businesses or to issue the Class A Ordinary Shares to foreign investors; and (2) are not subject to permission requirements from the China Securities Regulatory Commission (“CSRC”), including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (“Trial Administrative Measures”) effected on March 31, 2023, the Cyberspace Administration of China (“CAC”) or any other entity that is required to approve our operations. Specifically, under the currently effective PRC laws and regulations, we are not required to seek approval from the CSRC or any other PRC governmental authorities for our overseas listing plan, nor have we received any inquiry, notice, warning, or sanctions regarding our planned overseas listing from the CSRC or any other PRC governmental authorities. This conclusion is based on the fact that as of the date of this prospectus: (1) our Company is incorporated in BVI and headquartered in Hong Kong, and our subsidiary is located in Hong Kong, (2) we have no operations in mainland China, and (3) pursuant to the Basic Law, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong). However, in light of the recent statements and regulatory actions by the PRC government, such as those related to the extension of China’s oversight and control into Hong Kong, the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of the uncertainty of any future actions of the PRC government in this regard. If it is determined in the future, however, that the approval of the CSRC, the CAC or any other regulatory authority is required for this offering, the offering will be delayed until we have obtained the relevant approvals. There is also the possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded that such approval was not required. If the approval was required while we inadvertently concluded that such approval was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain the CSRC approval in the future, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations, limit our ability to pay dividends, limit our operations, or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. See “Risk Factors — While we believe that we and our subsidiary are currently not required to obtain permissions or approvals from Mainland China authorities for our business operations and/or the listing and offering of our securities, we cannot assure you that we or our subsidiary will be able to obtain all such permissions or approvals if they are nevertheless required.” on page 37 of the prospectus.

Holding Foreign Companies Accountable Act (HFCAA)

Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act (“HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect our auditors for three consecutive years beginning in 2021. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. The HFCAA enacted in December 2020, together with a recent joint statement by the United States Securities and Exchange Commission (“SEC”) and the PCAOB call for additional stringent criteria to be applied to emerging market companies by assessing the qualification of non-U.S. auditors who are not inspected by the PCAOB. The HFCAA provided that if the PCAOB cannot fully inspect or investigate an auditor for two consecutive years, securities of such companies will be prohibited from trading on any national securities exchange and in the over-the counter market in the United States. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 (“December 2021 Report”) which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations.

Our auditor, J&S Associate PLT, the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, and has been subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. J&S Associate PLT is headquartered in Malaysia and has been inspected by the PCAOB and as of the date of this prospectus, our auditor is not subject to and not affected by the PCAOB’s February 2024 determination report. However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditor because of a position taken by an authority in a foreign jurisdiction, such as the PRC authorities, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities.

On August 26, 2022, the CSRC, the Ministry of Finance of China, and the PCAOB signed a protocol governing inspections and investigations of audit firms based in China and Hong Kong. which could prevent China-based, U.S.-listed firms from being delisted pursuant to the HFCAA. On December 15, 2022, the PCAOB issued a new Determination Report (“2022 Determination Report”) which: (1) vacated the 2021 Determination Report; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. Although the 2022 Determination Report reversed the conclusion of the 2021 Determination Report with respect to PCAOB’s ability to conduct inspections and investigations completely of the registered public accounting firms headquartered in mainland China and Hong Kong, the 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completed, If in the future the PCAOB determines that it no longer can inspect or investigate our auditor completely because of a position taken by authorities in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination. See “Risk Factors — Risks Relating to our Class A Ordinary Shares and this offering - Trading in our Class A Ordinary Shares may be prohibited under the HFCAA and as a result an exchange may determine to delist our Class A Ordinary Shares if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction.” on page 18.

On June 22, 2021, the U.S. Senate passed the AHFCAA and on December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (“Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to AHFCAA and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from initial listing or trading on any U.S. stock exchanges or on OTC Markets if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before your securities may be prohibited from trading or delisted. The delisting, or the cessation of trading of our Class A Ordinary Shares, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment. See “Risk Factors — Risks Relating to our Class A Ordinary Shares and this offering — Trading in our Class A Ordinary Shares may be prohibited under the HFCAA and as a result an exchange may determine to delist our Class A Ordinary Shares if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction.” on page 18.

HK taxation and PRC impact

Barentsz Capital Limited is a business operating company headquartered in Hong Kong and it has subsidiary, Premier ESG. Barentsz Capital Limited itself directly engages in core consulting and operational activities in Hong Kong. Payments of dividends from our Hong Kong subsidiary to us are not subject to any withholding tax in Hong Kong. See “Dividend Policy” for further details on our dividend policy. As of the date of this prospectus, the Company does not have any operations in mainland China. 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. See “Corporate History and Structure” on page 42 and “Risks Relating to Doing Business in the Jurisdictions in which We Operate” on page 32 for additional details.

Barentsz Capital Limited is permitted under the laws of the BVI to provide funding to Premier ESG through loans or capital contributions without restrictions on the amount of the funds. Barentsz Capital Limited is permitted to distribute earnings from its businesses, including subsidiary, to the U.S. investors subject to the compliance with its articles of association and the BVI laws. Premier ESG is permitted under the laws of Hong Kong to provide funding to Barentsz Capital Limited through dividend distribution without restrictions on the amount of the funds. During the fiscal year ended April 30, 2025, the net cash flow from operating activities of Barentsz Capital Limited was US$705,865. In the same fiscal year, Barentsz Capital Limited declared and paid dividends in the aggregate amount of US$580,000, representing US$11.6 per share, to the shareholders of the Company registered. On May 6, 2025, Barentsz Capital Limited made an additional dividend payment of US$300,000 to the shareholders of the Company. However, notwithstanding these past distributions, as of the date of this prospectus, our board of directors has determined that the Company’s policy is to retain future earnings to support the operation and expansion of the business. Consequently, both Barentsz Capital Limited and its subsidiary intend to retain all available funds and future earnings, if any, and do not anticipate declaring or paying any dividends in the foreseeable future. This policy is subject to periodic review. Neither Barentsz Capital Limited nor its subsidiary have a fixed dividend payout policy, and any future determination to declare dividends will be made at the discretion of our board of directors. The board will consider our financial condition, results of operations, capital requirements, contractual requirements, business prospects, and other factors it deems relevant, and will be subject to any restrictions contained in future financing instruments.

Neither the SEC 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.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 11 of this prospectus to read about factors you should consider before buying our Class A Ordinary Shares.

We expect our total cash expenses for this offering (including cash expenses payable to our underwriters for their out-of-pocket expenses) to be approximately $[*], exclusive of the above discounts and commissions. These payments will further reduce proceeds available to us before expenses. See “Underwriting.”

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Class A Ordinary Shares if any such Class A Ordinary Shares are taken. We have granted the underwriters an option for a period of forty-five (45) days from the date of this prospectus to purchase up to 5% of the total number of our Class A Ordinary Shares to be offered by us pursuant to this offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discounts and commissions. If we complete this offering, net proceeds will be delivered to us on the closing date.

The underwriters expect to deliver the Class A Ordinary Shares to purchasers against payment on               , 2025.

Cathay Securities, Inc.

Prospectus dated [*], 2025

TABLE OF CONTENTS

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

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

Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we nor the underwriters are making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

Until [*], 2025 (25 days 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 dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

CONVENTIONS WHICH APPLY TO THIS PROSPECTUS

Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. Unless the context otherwise requires, the following definitions apply throughout where the context so admits:

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

Our business is conducted directly by us and through our subsidiary in Hong Kong and we do not operate in mainland China, Macau, or Taiwan. Our consolidated financial statements are presented in U.S. dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in U.S. dollars. These dollar references are based on the exchange rate (7.8:1) of HK dollars to U.S. dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

The expressions “associated company”, “related corporation” and “subsidiary” shall have the respective meanings ascribed to them in the BVI Act, as the case may be. Any discrepancies in tables included herein between the total sum of amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Certain of our customers and suppliers are referred to in this prospectus by their trade names. Our contracts with these customers and suppliers are typically with an entity or entities in the relevant customer or supplier’s group of companies.

Internet site addresses in this prospectus are included for reference only and the information contained in any website, including our website, is not incorporated by reference into, and does not form part of, this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

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

You should read this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

This prospectus also contains statistical data and estimates that we obtained from industry publications and reports generated by government or third-party providers of market intelligence. Although we have not independently verified the data, we believe that the publications and reports are reliable.

MARKET AND INDUSTRY DATA

This prospectus contains estimates and information concerning our industry, including our market position and the size and growth rates of the markets in which we participate, that are based on industry publications and the reports. This information involves a number of assumptions and limitations, and you are cautioned not to place undue reliance on these estimates. While we believe that the information from these industry publications, surveys and studies is reliable, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with U.S. GAAP.

All references in this prospectus to “U.S. dollars,” “US$,” “$” and “USD” refer to the currency of the United States of America. Unless otherwise indicated, all references to currency amounts in this prospectus are in USD.

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

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our Class A Ordinary Shares. For a more complete understanding of us and this offering, you should read and carefully consider the entire prospectus, including the more detailed information set forth under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and the related notes. Some of the statements in this prospectus are forward-looking statements. See the section titled “Special Note Regarding Forward-Looking Statements.”

Business Overview

We offer comprehensive growth consulting services, providing entrepreneurs and corporate clients worldwide with in-depth strategic insights and implementable solutions. Our mission is to safeguard their interests, foster valuable connections, and drive transformative value creation at every stage of their journey. Backed by extensive resources and a far-reaching international network, we offer end-to-end consulting services designed to address both macro-level strategy and precision execution. From visionary planning to operational excellence, we equip our clients with the tools and expertise needed to navigate complexity, seize opportunities, and achieve scalable, long-term success. Committed to partnership beyond transactions, we stand by our clients as their dedicated ally—aligning with their goals, mitigating risks, and unlocking growth potential. Together, we turn ambition into enduring achievement.

The Company primarily generates revenue through the provision of consulting services. For the fiscal years ended April 30, 2025 and April 30, 2024, our total revenue was approximately $1.47 million and $0.02 million respectively, and our net income attributable to our shareholders was approximately $1.03 million for the fiscal year ended April 30, 2025, and our net loss was approximately $0.09 million for the fiscal year ended April 30, 2024.

For the fiscal year ended April 30, 2025, our total revenue was approximately $1.47 million, representing an increase of approximately 5,945% compared to the prior year. Of this, revenue generated from the provision of consulting services accounted for 100%.

Our Services

Competitive Strengths

We Boast Professional and Experienced Team

Our core competitiveness lies in our team of highly qualified professionals with diverse backgrounds and extensive experience. Proficient in corporate strategy, finance, software and data analytics, they deliver deep insights.

We Build Strong Independent Research and Development Capabilities and Technology Empowerment

We have independent research and development (“R&D”) capabilities and use technology to boost our consulting services’ efficiency and depth. We’ve developed our own information systems and databases, and use custom development to improve service accuracy, create tailored tools, and offer cross-disciplinary integrated services that blend consulting with technology for greater client value.

We Offer Customized Solutions and Cross-Disciplinary Integrated Service Capabilities

We deeply understand each client’s unique needs to design precise strategies, addressing issues across business segments and providing comprehensive solutions that cover corporate strategy, operations, technology, and financial markets, which significantly contributes to our high gross margin.

Growth Strategies

Expand Client Base and Market Coverage

We will continue to adhere to a client acquisition strategy centered on high-value clients, focusing on serving mature enterprises and high-growth companies with sophisticated demands for strategic consulting and complex problem-solving.

Enhance and Expand Service Capabilities

We remain uncompromising in delivering bespoke, high-value consulting solutions that drive transformative impact.

Foster Innovation and Enhance Proprietary Capabilities

We will continuously invest resources to strengthen our independent R&D capabilities, leveraging technology to empower our consulting services.

Explore Strategic Growth Opportunities

To accelerate our growth and consolidate our market position, we will actively assess and prudently evaluate potential investment, acquisition, and strategic collaboration opportunities.

Enhance Operational Efficiency and Digital Management Level

By leveraging advanced information technology and digital tools, we aim to enhance internal management efficiency, optimize client service experience, and accelerate project delivery processes.

Corporate Information

Our principal executive office is located at Room 903, 9/F., Singga Commercial Centre, 144-151 Connaught Road West, Sai Ying Pun, Hong Kong. Our telephone number is (+852) 59430987. Our registered office in the British Virgin Islands is located at the office of Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands VG1110.

Our agent for service of process in the United States is Cogency Global Inc. Information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus.

Corporate History and Company Structure

Barentsz Capital Limited was incorporated in the British Virgin Islands on March 30, 2023 in accordance with the BVI Act. Barentsz Capital Limited conducts its operations in Hong Kong by itself and through its subsidiaries at that time, Premier ESG Services Limited (“Premier ESG”) and Barentsz HK. Barentsz HK was established under the Hong Kong laws on May 4, 2023, with Barentsz Capital Limited as its sole initial shareholder. Premier ESG was established under the Hong Kong laws on August 26, 2024, with Barentsz Capital Limited holding 51% of its equity.

In 2025, we carried out a transaction to reorganize our corporate structure. As part of the reorganization, all outstanding and issued shares of Barentsz HK owned by Barentsz Capital Limited were transferred to Barentsz Investments Limited on May 23, 2025, a company that was incorporated as a business company with limited liability under the laws of the BVI on February 18, 2025. Our company, Barentsz Capital Limited, has a dual-class share structure. Each Class A Ordinary Share confers upon its holder the right to one (1) vote, while each Class B Ordinary Share confers upon its holder the right to twenty (20) votes. Upon completion of this equity transfer, the equity structure is as shown in the diagram below.

As of the date of this prospectus

Post-offering

We are offering [*] Class A Ordinary Shares, representing [*] of the Class A Ordinary Shares following completion of this offering, assuming the underwriters do not exercise the Over-Allotment Option. Upon the completion of this offering, there will be [*] Class A Ordinary Shares and [*] Class B Ordinary Shares issued and outstanding, assuming the underwriters do not exercise their over-allotment option. If the underwriters exercise their over-allotment option in full, there will be [*] Class A Ordinary Shares and [*] Class B Ordinary Shares issued and outstanding. Prior to this offering, there has been no public market for our Class A Ordinary Shares.

We will be a “controlled company” as defined under the Nasdaq Stock Market Rules because, immediately after the completion of this offering, our Controlling Shareholder, Mr. Wei Xiao will own 0% of our total issued and outstanding Class A Ordinary Shares and 100% of our total issued Class B Ordinary Shares, together representing [  ]% of the total voting power, assuming that the representative of the underwriters do not exercise the over-allotment option.

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Stock Market Rules after the offering, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.

Transfers of Cash to and from our Subsidiary

Our organizational structure allows for the transfer of cash between entities. Barentsz Capital Limited may transfer funds to its subsidiary as capital contributions or loans. Our Hong Kong subsidiary may transfer funds to Barentsz Capital Limited through dividends or other distributions. Barentsz Capital Limited may then distribute funds to its shareholders, including U.S. investors, in the form of dividends. Barentsz Capital Limited does not solely rely on dividends from its subsidiary to fund its cash requirements. As an operating entity itself, it generates its own revenue and cash flow in Hong Kong.

Up to the date of this prospectus, there have been no transfers of cash or other assets between Barentsz Capital Limited and its subsidiary, Premier ESG and Barentsz HK (which was a former subsidiary disposed of during our corporate reorganization). Barentsz Capital Limited has not made any capital contributions or loans to its subsidiary. Furthermore, our subsidiary have not declared or paid any dividends or made other distributions to Barentsz Capital Limited since their incorporation.

During the fiscal year ended April 30, 2025, Barentsz Capital Limited declared and paid dividends totaling US$580,000 to its shareholders. On May 6, 2025, Barentsz Capital Limited made an additional dividend payment of US$300,000 to its shareholders. The source of these funds was cash flow generated directly from the operations of Barentsz Capital Limited itself, not from distributions from its subsidiary. Following this offering, we intend to retain all available funds and any future earnings to fund the development and growth of our business. Therefore, we do not anticipate paying any cash dividends on our Class A Ordinary Shares in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, and other factors our Board of Directors may deem relevant.

Under current BVI and Hong Kong laws, there are no restrictions on foreign exchange or on our ability to transfer cash between entities, across borders, and to U.S. investors. Our ability to declare dividends is subject to certain legal solvency requirements: (i) from our Hong Kong subsidiary to the BVI parent company: according to the Companies Ordinance of Hong Kong, our subsidiary may only make distributions out of profits available for distribution; (ii) from our BVI parent company to our shareholders: Subject to our amended and restated memorandum and articles of association, our Board of Directors may declare a dividend if it is satisfied on reasonable grounds that, immediately following the payment, the value of our assets will exceed our liabilities and the company will be able to pay its debts as they become due.

While there are no current restrictions, the PRC government may, in the future, impose restrictions or limitations on the ability of our Hong Kong subsidiary to transfer funds or distribute earnings to us. Such interventions could be imposed with little advance notice and could have a material adverse effect on our ability to conduct our business, fund our operations, and distribute profits to our shareholders, which could materially decrease the value of our Class A Ordinary Shares or render them worthless. For a detailed discussion, see “Risk Factors — Risks Relating to Doing Business in the Jurisdictions in which We Operate.”

As of the date of this prospectus, we have not established formal cash management policies that dictate the transfer of funds between our subsidiary, the parent company and U.S. investors.

Summary of Risk Factors

Our prospectus should be considered in light of the risks, uncertainties, expenses, and difficulties frequently encountered by similar companies. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more carefully in the section titled “Risk Factors.”

Risks Relating to Our Business and Industry (for a more detailed discussion, see “Risk Factors — Risks Relating to Our Business and Industry” beginning on page 11 of this prospectus)

Risks Relating to our Class A Ordinary Shares and this offering (for a more detailed discussion, see “Risk Factors — Risks Relating to our Class A Ordinary Shares and this offering” beginning on page 18 of this prospectus)

Risks Relating to our Corporate Structure (for a more detailed discussion, see “Risk Factors — Risks Relating to our Corporate Structure” beginning on page 28 of this prospectus)

Risks Relating to Doing Business in the Jurisdictions in which We Operate (for a more detailed discussion, see “Risk Factors — Risks Relating to Doing Business in the Jurisdictions in which We Operate” beginning on page 32 of this prospectus)

In addition, please see “Risk Factors” commencing on page 11 of the Public Offering Prospectus, and other information included in this prospectus, for a discussion of these and other risks and uncertainties that we face.

Permissions Required for Our Operations and This Offering

The PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland-China-based companies listed overseas using VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

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, provide that personal information and important data collected and generated by a critical information infrastructure operator, or the 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. In addition, for CIIOs that purchase network-related products and services, the CIIOs shall declare any network-related product or service that affects or may affect national security to the Office of Cybersecurity Review of the CAC for cybersecurity review. Due to the lack of further interpretations, the exact scope of what constitutes a “CIIO” remains unclear. Further, the PRC government authorities may have wide discretion in the interpretation and enforcement of these laws. In addition, the Cybersecurity Review Measures stipulates that any online platform operators holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad. As of the date of this prospectus, we have not received any notice from any authorities identifying us as a CIIO or requiring us to undertake a cybersecurity review by the CAC. Further, as of the date of this prospectus, we have not been subject to any penalties, fines, suspensions, investigations from any competent authorities for violation of the regulations or policies that have been issued by the CAC.

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

As of the date of this prospectus, we are advised by our Hong Kong counsel, P.Y. CHEUNG & CO. SOLICITORS, that we are not required to obtain permission or approval from Hong Kong authorities to list in the United States and to offer the securities being registered to foreign investors provided that the offering activities are conducted outside of Hong Kong. No such permissions or approvals have been applied for by us and/or our subsidiary, nor have any been denied by the relevant authorities. As of the date of this prospectus, we do not require any additional permissions or approvals from the Hong Kong authorities to operate our business. As advised by our Hong Kong counsel, P.Y. CHEUNG & CO. SOLICITORS, we have obtained all requisite permissions and approvals from the Hong Kong authorities necessary to operate in Hong Kong, including, but not limited to, our business registration certificate. However, we have been advised by our Hong Kong counsel, P.Y. CHEUNG & CO. SOLICITORS, that uncertainties remain due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future. Should there be any change in applicable laws, regulations, or interpretations, and we or our subsidiary are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations.

In the opinion of our PRC Counsel, Jiangsu Junjin law Firm, based on the PRC laws, rules and regulations as of the date of this prospectus, (i) we are not required to submit an application to the CSRC for its approval of this offering and the listing and trading of our Class A Ordinary Shares on Nasdaq under the M&A Rules; (ii) we are not required to conduct filing with or obtain the approval from the CSRC or other relevant PRC authorities for the listing and trading of our securities on Nasdaq under the Trial Administrative Measures; (iii) there were no policies adopted by the PRC government to impose restrictions on our industry that materially impact our business, financial conditions or results of operations; (iv) we are not subject to cybersecurity review by the CAC or any other PRC authorities for this offering; (v) we are not required to obtain any regulatory approval regarding the data privacy and personal information requirements from any PRC authorities for our businesses and operations; and (vi) the Data Security Law is not applicable to us. Hence, based on the foregoing, since we are not subject to the regulations or policies issued by the CSRC to date, we believe that we are currently not required to be compliant with such regulations and policies issued by the CSRC as of the date of this prospectus. Further, as of the date of this prospectus, neither we nor our subsidiary have ever applied for any such permission or approval, as we currently are not subject to the M&A Rules. However, if we or our subsidiary (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) if applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the CAC or other regulatory agencies. These regulatory agencies may impose fines and penalties on our operations, limit our ability to pay dividends, delay or restrict the repatriation of the proceeds from this offering, or take other actions that could have a material adverse effect on our business, financial condition, and results of operations. Any such action could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares, and as a result, our Class A Ordinary Shares may decline in value dramatically or even become worthless.

Since these proposed rules, 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. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer Class A 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 Class A Ordinary Shares to significantly decline in value or become worthless.

Additionally, due to long-arm application of the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in Mainland China. We are also subject to the risks of uncertainty about any future actions the PRC government or authorities in Hong Kong may take in this regard. Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations. Such governmental actions could result in a material change in our operations, limit or hinder our ability to offer or continue to offer securities to investors, and may cause the value of our securities to significantly decline or become worthless.

Implications of Being an Emerging Growth Company

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth company, we:

Under the JOBS Act, we take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (“Securities Act”) occurred, if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our Class A Ordinary Shares held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertible debt over a three-year period.

Implications of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

Implications of Being a Controlled Company

We are and will continue, following this offering, to be a “controlled company” within the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption after we complete this offering. If we elect to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors after we complete this offering.

THE OFFERING

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment.

Risks Relating to Our Business and Industry

We have a relatively short operating history compared to some of our established competitors and face significant risks and challenges in a rapidly evolving market, which makes it difficult to effectively assess our future prospects.

We have relatively short operating histories compared to some of our established competitors. We established our business through Barentsz Capital Limited and our subsidiary in Hong Kong in March 2023. We expect we will continue to expand our business, enlarge our customer bases and explore new market opportunities. However, due to our limited operating history, our historical growth rate may not be indicative of our future performance. Our performance has fluctuated in our short history. According to our consolidated statements of operations, our total revenue increased significantly from approximately $24,359 for the fiscal year ended April 30, 2024, to approximately $1,472,590 for the fiscal year ended April 30, 2025. During the same period, our results of operations shifted from a net loss of approximately $87,180 to a net income attributable to parent company shareholders of approximately $1,032,798.  This growth was largely dependent on a few high-value projects, and we cannot assure you that we can continue to secure such projects or that our revenue or profitability will not decline in the future.

If you invest in our Class A Ordinary Shares, you are subject to the risks and uncertainties associated with investing in an early-stage company. Our future performance may be more susceptible to certain risks than a company with a longer operating history in a different industry. Many of the factors discussed below could adversely affect our business and prospects and future performance, including:

You should consider our business and prospects in light of the risks and uncertainties we face as a fast-growing company operating in a rapidly developing and evolving market. We may not be successful in addressing the risks and uncertainties listed above, among others, which may materially and adversely affect our business and prospects and future performance.

Our business and structure have undergone significant changes after the end of our most recent fiscal year, which means our historical financial statements may not be an accurate reflection of our current or future performance.

We underwent a significant structural change subsequent to April 30, 2025. On May 23, 2025, we completed the disposal of our wholly-owned subsidiary, Barentsz HK. Although management believes the revenue and profit contributions from this subsidiary were not significant to us, this disposal means that the historical consolidated financial statements presented to you for the year ended April 30, 2025, include the results of operations and assets and liabilities of a subsidiary that is no longer part of our business. Therefore, this historical financial data may not be an accurate indicator of our future financial performance as a continuing entity focused on consulting services.

We have a history of paying substantial dividends, which has reduced the cash available for our operations and growth, and we cannot guarantee that we will pay any dividends in the future.

Shortly after our business became profitable, we paid considerable dividends to our then existing shareholders. According to our consolidated statement of changes in equity, we declared and paid dividends totaling $580,000 during the fiscal year ended April 30, 2025. Furthermore, we declared and paid an additional dividend of US$300,000 on May 6, 2025. These two distributions, totaling $880,000, have significantly reduced our cash reserves that could have been used for reinvestment in business development, technological R&D, market expansion, and general working capital. This practice may limit our ability to grow. As the primary purpose of this offering is to raise capital for growth, we anticipate retaining all future earnings, if any, to develop our business and we may not, and cannot guarantee we will, pay any dividends to investors in this offering.

We may not be able to implement our business strategies and future plans successfully.

We devise our future plans as set out in the sections titled “Business — Growth Strategies” and “Use of Proceeds” based on circumstances currently prevailing and bases and assumptions that certain circumstances will or will not occur, as well as the risks and uncertainties inherent in various stages of implementation.

Our growth is based on assumptions of future events which include (a) the continuous growth in the consulting industry; (b) our ability to further expand our global market presence; (c) our ability to strengthen our sales and marketing activities; (d) expansion in our business as well as product and service portfolio; and (e) expansion in our customer base. Furthermore, our future business plans may be hindered by other factors that are beyond our control, such as competition within the consulting industry and market conditions. Therefore, there is no assurance that any of our future business plans will materialize within the planned timeframe, or that our objectives will be fully or partially accomplished.

Our prospects must be considered in light of the risks and challenges that we may encounter in various stages of the development of our business. If the assumptions which underpin our future plans prove to be incorrect, our future plans may not be effective in enhancing our growth, in which case our business, financial conditions and results of operations may be adversely affected.

We may undertake acquisitions, investments, joint ventures, or other strategic alliances, which could present unforeseen integration difficulties or costs and may not enhance our business as we expect.

We may intend to pursue opportunities to expand our business by acquiring other companies in the future. Acquisitions involve risks, including those relating to:

Acquisitions also may affect our short-term cash flow and net income as we expend funds, potentially increase indebtedness and incur additional expenses. If we are not able to identify or acquire companies consistent with our growth strategy, or if we fail to successfully integrate any acquired companies into our operations, we may not achieve anticipated increases in revenue, cost savings and economies of scale, our operating results may actually decline and acquired goodwill and intangibles may become impaired.

Our failure to appropriately identify and address conflicts of interest could materially and adversely affect our business.

As we expand the scope of our business and our client base, it is critical for us to be able to address actual, potential, or even perceived conflicts of interest, including situations where we may encounter conflicts of interest arising among: (i) our various services, (ii) our clients and us, (iii) our various clients, (iv) our employees and us or (v) our clients and our employees.

In light of the complexity and difficulty in appropriately identifying and dealing with potential conflicts of interest, our internal control procedures that are designed to identify and address conflicts of interest may not be sufficient. Our failure to manage conflicts of interest could harm our reputation and erode client confidence in us. In addition, potential or perceived conflicts of interest may also give rise to litigation or regulatory actions. The occurrence of any of the foregoing events could materially and adversely affect our business, results of operations and reputation.

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

During our operations, we have had significant transactions and balances with related parties. As of April 30, 2025, we had an amount due to related parties of $121,985, primarily representing advances from Mr. Wei Xiao, our director and a principal shareholder. These advances are “unsecured, interest-free, and have no fixed terms of repayment,” which may be more favorable than terms we could obtain from an independent third party. Additionally, we derived $40,872 in consulting income from Premier Advisory Services Limited, an entity controlled by a director of our subsidiary. These transactions could present, or be perceived to present, a conflict of interest, and we cannot assure you that their terms are the same as or more favorable than those we could have achieved in a transaction with an unaffiliated third party on a purely arm’s-length basis.

Negative publicity arising from claims that we do not properly address the needs of our clients could adversely affect how we are perceived by the public and reduce our sales and profitability.

From time to time, we may receive claims or complaints alleging that we do not properly address the needs of our clients. As a result, we may be subject to claims that the team does not provide the proper level of attention and professionalism. Any such claims or complaints, as well as any related news reports or reports on social media, even if inaccurate or untrue, could cause negative publicity, which in turn could harm our business and have a material adverse effect on our results of operations.

Any negative publicity regarding the Company, management team, employees, or products and services, regardless of its veracity, could adversely affect our business.

As a fast-growing consulting company, our image is highly relevant to the public’s perception of us as a business in entirety, which includes not only the quality, safety and competitiveness of our products and services, but also our corporate management and culture. We cannot guarantee that no one will, intentionally or incidentally, distribute information about us, especially regarding the quality of our products and services or our internal management matters, which may result in a negative perception of us by the public. Any negative publicity about us, our management team, employees or products and services, regardless of veracity, could lead to a potential loss of consumer confidence or difficulty in retaining or recruiting talent that is essential to our business operations. As a result, our business, financial conditions, results of operations, reputation and prospects may be materially and adversely affected.

Our businesses depend on our key management and professional staff, and our business may suffer if we are unable to recruit and retain them.

We believe that our performance and success are, to a certain extent, attributable to the extensive industry knowledge and experience of our key executives and personnel. Our continued success is dependent, to a large extent, on the ability to attract and retain the services of the key management team. However, competition for key personnel in our industry is intense. We may not be able to retain the services of our directors or other key personnel, or attract and retain high-quality personnel in the future. If any of our key personnel departs from us, and we are not able to recruit a suitable replacement with comparable experience to join us on a timely basis, our business, operations and financial conditions may be materially and adversely affected.

Our management team lacks experience in managing a U.S. public company and complying with laws applicable to such company, the failure of which may adversely affect our business, financial condition and results of operations.

Our current management team lacks experience in managing a U.S. publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to U.S. public companies. Prior to the completion of this offering, we were a private company mainly operating our businesses in Hong Kong. As a result of this offering, our company will become subject to significant regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors, and our management currently has no experience in complying with such laws, regulations and obligations. Our management team may not successfully or efficiently manage our transition to becoming a U.S. public company. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.

Our performance will be largely dependent on the talents and efforts of highly skilled individuals. Future success depends on our continuing ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization. Competition for such qualified employees is intense. If we do not succeed in attracting excellent personnel or in retaining or motivating them, we may be unable to grow effectively. In addition, all future success depends largely on our ability to retain key consultants and advisors. We cannot assure that any skilled individual will agree to become our employee, consultant, or independent contractor. Our inability to retain their services could negatively impact our business and our ability to execute our business strategy.

Illegal or improper activities, violation of professional standards, and the misconduct of our personnel or third parties could harm our reputation and businesses, and are difficult to detect or deter.

We are subject to the risk of fraud, illegal acts or misconduct committed by our directors, licensed employees, agents, clients or other third parties. Misconduct includes entering into unauthorized transactions, improperly using or divulging inside information, recommending transactions not suitable for our clients, engaging in fraudulent activities, or engaging in improper or illegal activities. There is no assurance that our directors, employees, agents, clients or other third parties will not commit incidents of fraud or other misconduct in the future, and we cannot assure that our procedures and policies will fully prevent or detect illegal or improper activities in our business operations. Such incidents may result in investigation and regulatory sanction against us and cause us to suffer financial loss and reputational harm. We may also need to incur costs to commence and participate in any legal proceedings against them to recover our loss. The potential harm to our reputation and our business caused by such fraud or misconduct is impossible to quantify.

We are also subject to a number of obligations and standards arising from our business. The violation of these obligations and standards by any of our directors, officers, employees, agents, clients, or other third parties could materially and adversely affect us. For example, we are required to properly handle confidential information. If our directors, officers, employees, agents, clients, or other third parties were to improperly use or disclose confidential information, we could suffer serious harm to our reputation, financial position, and existing and future business relationships.

Our business and prospects may be materially and adversely affected if the risk management and internal control systems of ours are ineffective or inadequate. We may fail to update our risk management policies and procedures as needed and such policies and procedures may otherwise be ineffective, which may expose us to unidentified or unexpected risks.

We are dependent on our risk management and internal control policies and procedures and the adherence to such policies and procedures by our risk management and other staff to manage the risks inherent in our business. Any deficiencies in our internal control systems could (i) adversely affect our ability to timely and accurately record, process, summarize and report financial or other data; and (ii) adversely affect our operational efficiency and increase the potential likelihood of making financial reporting errors and/or lead to non-compliance with rules and regulations. Our policies, procedures and practices used to identify, monitor and control a variety of risks are carried out by the corresponding departments. However, some of our methods for managing risks are discretionary by nature and are based on internally developed controls and observed historical market behavior, and also involve reliance on standard industry practices. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. There is no assurance that our internal control policies in place could or would be properly implemented, or be strictly adhered to, or are adequate or effective under the continuously changing business environment in which our subsidiary operates. In addition, we may fail to update our risk management system as needed and the system may fail to effectively function, thus exposing us and our subsidiary to unidentified or unexpected risks.

Acts of God, acts of war, epidemics and other disasters could materially and adversely affect our business.

Our business is subject to the general and social conditions in Hong Kong and other jurisdictions in or to which our products and services are utilized. Natural disasters, epidemics, acts of God and other disasters that are beyond our control could adversely affect the economy, infrastructure and livelihood of the people of such jurisdictions. Our business, results of operations and financial conditions could be adversely affected if these natural disasters occur. Moreover, political unrest, wars and terrorist attacks may cause damage or disruption to us, our employees, suppliers or customers, any of which could adversely affect our business, results of operations, financial conditions or share price. Potential war or threat of terrorist attacks may also cause uncertainty and cause our business to suffer in ways that we cannot currently predict. We cannot control the occurrence of these catastrophic events and our business operations will at the times be subject to the risks of these uncertainties.

Any future occurrence of force majeure events, natural disasters or outbreaks of contagious diseases may materially and adversely affect our business, financial conditions and results of operations.

Any future occurrence of force majeure events, natural disasters or outbreaks of epidemics and contagious diseases, including avian influenza, severe acute respiratory syndrome, H1N1 influenza, Ebola virus and the recent COVID-19 outbreak in Hong Kong, the PRC and other jurisdictions in or to which our products and services are utilized may materially and adversely affect our business, financial conditions and results of operations. An outbreak of an epidemic or contagious disease or other adverse public health developments in the world could result in a widespread health crisis and restrict the level of business activities in affected areas, which may, in turn, materially and adversely affect our business.

We cannot assure you that any future occurrence of natural disasters or outbreaks of epidemics and contagious diseases, or the measures taken by the governments of different countries in response to such contagious diseases will not seriously disrupt our operations or those of our customers or suppliers, which may materially and adversely affect our business, financial conditions and results of operations.

Technology failures or security breaches could disrupt our operations and negatively impact our business.

In the normal course of business, we rely on information technology systems to process, transmit, and store electronic information. Information technology systems are also integral to the reporting of our results of operations. Furthermore, a significant portion of the communications between, and storage of personal data of, our personnel, customers, and suppliers depend on information technology, including social media platforms.

Our information technology systems may be vulnerable to a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, and other security issues. These events could compromise our confidential information, impede, or interrupt our business operations, and may result in other negative consequences, including remediation costs, loss of revenue, litigation and reputational damage. Furthermore, if a breach or other breakdown results in the disclosure of confidential or personal information, we may suffer reputational, competitive and/or business harm. While we have implemented administrative and technical controls and taken other preventive actions to reduce the risk of cyber incidents and protect our information technology, they may be insufficient to prevent physical and electronic break-ins, cyber-attacks, or other security breaches to our computer systems, which could have a material adverse effect on our business, financial condition or results of operations.

Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data may materially and adversely affect our business, financial condition, and results of operations.

We may be subject to a variety of cybersecurity, data privacy, data protection, and other laws and regulations related to data, including those relating to the collection, use, sharing, retention, security, disclosure, and transfer of confidential and private information, such as personal information and other data. These laws and regulations apply not only to third-party transactions, but also to transfers of information within our organization, which relates to our investors, employees, contractors and other counterparties. These laws and regulations may restrict our business activities and require us to incur increased costs and efforts to comply, and any breach or non-compliance may subject us to proceedings against us, damage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our business, financial conditions, and results of operations.

We may face intellectual property infringement claims, which could be time-consuming and costly to defend and may result in the loss of significant rights by us.

Although we have not been subject to any litigation, pending or threatened, alleging infringement of third parties’ intellectual property rights, we cannot assure you that such infringement claims will not be asserted against us in the future. Third parties may own copyrights, trademarks, trade secrets, ticker symbols, internet content, and other intellectual properties that are similar to ours in jurisdictions where we currently have no active operations. If we expand our business to or engage in other commercial activities in those jurisdictions using our own copyrights, trademarks, trade secrets, and internet content, we may not be able to use these intellectual properties or face potential lawsuits from those third parties and incur substantial losses if we fail to defend ourselves in those lawsuits. We have policies and procedures in place to reduce the likelihood that we or our employees may use, develop, or make available any content or applications without the proper licenses or necessary third-party consent. However, these policies and procedures may not be effective in completely preventing the unauthorized posting or use of copyrighted material or the infringement of other rights of third parties.

Intellectual property litigation is expensive and time-consuming and could divert resources and management attention from the operation of our business. If there is a successful claim of infringement, we may be required to alter our services, cease certain activities, pay substantial royalties and damages to, and obtain one or more licenses from third parties. We may not be able to obtain those licenses on commercially acceptable terms, or at all. Any of those consequences could cause us to lose revenues, impair our client relationships and harm our reputation.

We may be subject to litigation.

We may become party to litigation from time to time in the ordinary course of business, which could adversely affect our business. Should any litigation in which we become involved be determined against us, such a decision could adversely affect our ability to continue operating and the market price for our Class A Ordinary Shares and could potentially use significant resources. Even if we are involved in litigation and win, litigation can redirect significant resources of management and the Company.

Labor disputes may have an adverse effect on our operations.

We are not currently party to a collective bargaining agreement with any of our employees. If we were to experience a union organizing campaign, this activity could be disruptive to our operations, increase our labor costs and decrease our operational flexibility. We cannot assure you that some or all of our employees will not become covered by a collective bargaining agreement or that we will not encounter labor conflicts or strikes. In addition, organized labor may benefit from new legislation or legal interpretations by the current presidential administration, as well as current or future unionization efforts among other large employers. Any labor disruptions could have an adverse effect on our business or results of operations and could cause us to lose customers. Further, our responses to any union organizing efforts could negatively impact our reputation and have adverse effects on our business, including on our financial results.

We currently do not have insurance coverage covering all risks related to our business and operations.

We do not maintain insurance policies covering all of our business risks, such as risks relating to properties, receivables and public liability. We cannot assume you that the insurance coverage we currently have would be sufficient to cover our potential losses. In the event there is any damage to any assets or incidents for which we do not have sufficient insurance coverage, if at all, we would have to pay for the difference ourselves where our cash flow and liquidity could be negatively affected.

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 our top five customers. For the year ended April 30, 2025, approximately 86.85% of our total revenues were generated by our top five customers, and for the year ended April 30, 2024, all of our total revenues came from a single customer. Inherent risks exist whenever a large percentage of total revenues are concentrated with a limited number of customers. Furthermore, as of April 30, 2025, our accounts receivable balance was $408,600, indicating significant credit exposure to our clients.

During the years ended April 30, 2025 and 2024, details of the clients accounting for 10% or more of total operating revenue are as follows:

Neither Client A, Client B, nor Client C is a related party of the Company.

It is not possible for us to predict the future level of demand for our solutions and services that will be generated by these customers or the future demand for our solutions and services by these customers in the marketplace. 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 solutions and services, 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 largest customers terminates the purchase of our solutions and services, such termination would materially negatively affect our revenues, results of operations and financial condition.

Many of our customers have entered into short-term contracts, with terms of one year or less, which do not provide for automatic renewal and require the customer to opt-in to extend the term. Our customers have no obligation to renew, upgrade, or expand their agreements with us after the terms of their existing agreements have expired. If one or more of our customers terminate their contracts with us, whether for convenience, for default in the event of a breach by us, or for other reasons specified in our contracts, as applicable; if our customers elect not to renew their contracts with us; or if our customers renew their contractual arrangements with us for shorter contract lengths or for a reduced scope; our business and results of operations could be adversely affected. This adverse impact would be even more pronounced for customers that represent a material portion of our revenue or business operations.

Our business performance and revenue may be exposed to the fluctuations in the economic and capital market environments of Hong Kong and the broader Asia-Pacific region, which may have a significant adverse impact on its operations, financial results and growth prospects.

Hong Kong’s economy is highly cyclical and closely tied to global trade, mainland China’s economic dynamics, and regional financial flows. Hong Kong’s role as a global financial hub also makes it particularly vulnerable to external shocks, such as volatility in U.S.-China trade relations, disruptions in cross-border capital flows, or shifts in investor sentiment toward Asian markets. Such events could lead to our reduced business activity among clients and potential clients headquartered or operating in Hong Kong, directly impacting the Company’s client pipeline and project volumes.

The Asia-Pacific Region, is characterized by diverse but interconnected economies, many of which are sensitive to shifts in global demand, commodity prices, and geopolitical tensions. Economic downturns, including recessions, slower GDP growth, elevated inflation, or tighter monetary policy in these jurisdictions, could reduce corporate profitability, constrain business investment, and lower demand for our consulting services.

We are exposed to the credit risks of our customers.

As of April 30, 2025 and 2024, our accounts receivable, net, were $408,600 and $nil, respectively. We generally do not grant formal credit terms to our clients. We usually issue an invoice in respect of consulting services after a pre-defined milestone under the mandate is achieved or upon completion of a consulting service. Payments are required to be made within a reasonable period of time after the issuance of an invoice and are usually settled by cheque or via wire transfer within three months of the date of invoice. There was no credit loss for the years ended April 30, 2025 and 2024. However, we are still exposed to our customers’ credit risks. There is no assurance that we will not encounter doubtful or bad debts in the future. Due to the global economic conditions, in particular the risk of monetary and fiscal policies to address inflation, many companies are conserving cash or under increased financial and credit stress. As a result, we could experience slower payments from our customers, an increase in accounts receivable aging and/or an increase in bad debts. If we were to experience any unexpected delay or difficulty in collections from our customers, our cash flows and financial results would be adversely affected.

Failure to compete effectively may adversely affect our market share and profitability.

The industry is highly competitive, with rivalry based on brand recognition, service quality and pricing. We compete against regional, national, and international consulting service provider. Increased competition could compress margins, erode market share, or diminish brand equity, particularly if competitors leverage aggressive pricing or enhanced customer incentives.

Some of our current or future competitors may have longer operating histories, greater brand recognition, larger customer bases, better access to consumers, higher penetration in certain regions or greater financial, technical or marketing resources than we do. We cannot assure you that we will be able to compete successfully against current or future competitors, and competitive pressures may have a material and adverse effect on our business, financial conditions and results of operations.

Our ability to effectively compete will depend on various factors, including expansion of our global market presence, enhancement of our sales and marketing activities and expansion of product portfolio and customer base. Failure to successfully compete may prevent us from increasing or sustaining our revenue and profitability and potentially lead to a loss of market share, which could have a material and adverse effect on our business, financial conditions and results of operations.

There is no guarantee that our officers will not have other business activities that may have potential conflict of interests with our business.

Although the companies in which our officers may serve as a director or executive officer have businesses and customer bases different from us and therefore have no conflict of interests with our business, there is no guarantee that our officers will not have other business activities that may have potential conflict of interests with our business in the future.

Our financial result for the year ending April 30, 2026 is expected to be adversely affected by the non-recurring listing expenses.

Our directors are of the view that the financial result of our Group for the year ending April 30, 2026 is expected to be adversely affected by the listing expenses in relation to the offering, the nature of which is non-recurring. See “Expenses related to this offering” for details.

Part of the listing expenses is expected to be accounted for as a deduction from equity upon listing while part of the listing expenses has been and is expected to be recognized as expenses in our consolidated statements of income which is expected to be recognized for the year ending April 30, 2026. Accordingly, our operations and comprehensive financial performance for the year ending April 30, 2026 may be adversely impacted, and may or may not be comparable to our financial performance in the past.

If our technological capabilities fail to achieve the desired results or improve, we may not be able to effectively provide matching consulting decision-making solutions for our clients in the future. This could have an adverse impact on our user growth, retention, results of operations and business prospects.

Our consulting services are supported by proprietary technology, including the customized, client-facing digital platforms, such as mobile applications. These platforms are not sold as standalone products and do not independently generate material revenue; instead, they are an integral component of our customized service offerings, designed to enhance project delivery and efficiency.

If our technology fails to perform as expected—whether due to software bugs, cybersecurity vulnerabilities, data integrity issues, or an inability to keep pace with technological advancements—our ability to provide effective and timely consulting services could be significantly impaired. Such failures could damage our professional reputation, negatively impact our client relationships, lead to a loss of clients, and, consequently, materially and adversely affect our business, results of operations, and financial condition.

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

We cannot assure you that we will grow at the historical rate of growth. Our rapid growth has placed, and will continue to place, a significant strain on our management, personnel, systems and resources. To accommodate our growth, we will need to implement a variety of new and upgraded operational and systems procedures and controls. We also will need to recruit, train, manage and motivate employees and manage our relationships with an increasing number of clients. Moreover, as we introduce new services or enter into new markets, we may face unfamiliar market and operational risks and challenges which we may fail to successfully address. We may be unable to manage our growth effectively, which could have a material adverse effect on our business.

Our revenue is generated from project-based engagements that are non-recurring in nature, and our future success is highly dependent on our ability to continually secure new client mandates.

Our revenue is derived from providing strategic consulting services on a project-by-project basis. These engagements are typically tied to discrete client mandates with defined scopes and timelines and are non-recurring in nature. Accordingly, revenue generated from a client engagement is not expected to recur after the project is completed.

Our business model, financial condition, and results of operations are therefore highly dependent on our ability to consistently win new sizable mandates from both new and existing clients. There is no guarantee that we will be able to secure new projects at a similar pace, or with comparable fees, as we have in the past. While we strive to maintain strong, long-term relationships with our clients, the project-based nature of our services means that these relationships do not ensure future revenue.

Any failure to attract new clients or to secure new, follow-on engagements from our existing clients could lead to periods of reduced revenue and adversely impact our operational stability. If we are unable to secure a sufficient number of new, sizable mandates on a timely basis, our revenue, profitability, and financial condition could be materially and adversely affected.

Risks Relating to our Class A Ordinary Shares and this offering

Trading in our Class A Ordinary Shares may be prohibited under the HFCAA and as a result an exchange may determine to delist our Class A Ordinary Shares if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction.

The HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong.

On August 26, 2022, the PCAOB announced and signed a Statement of Protocol (“Protocol”) with the CSRC and the Ministry of Finance of the PRC. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

On December 15, 2022, the PCAOB issued a new Determination Report which: (1) vacated the December 16, 2021 Determination Report; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination.

Our auditor, J&S Associate PLT, is an independent registered public accounting firm that issues the audit report included elsewhere in this prospectus. As an auditor of companies traded publicly in the U.S. and a firm registered with the PCAOB, it is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is currently subject to PCAOB inspections and PCAOB is able to inspect our auditor in relation to our U.S. listing. However, there is no assurance that future audit reports will be prepared by auditors able to be inspected by the PCAOB and therefore, in the future, you may be deprived of the benefits of such inspection. As such, trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or investigate completely our auditor, and as a result our securities may be delisted. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future which would prevent the PCAOB from continuing to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong, the PCAOB Board will consider the need to issue a new determination. Our securities may be delisted or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the HFCAA.

The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA. For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January 1, 2022.

The SEC has announced that the SEC staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will be adopted. The implications of this possible regulation in addition to the requirements of the HFCAA are uncertain. Such uncertainty could cause the market price of our Class A Ordinary Shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange earlier than would be required by the HFCAA. If our Class A Ordinary Shares are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our Class A Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Class A Ordinary Shares.

Further, new laws and regulations or changes in laws and regulations in both the United States and the PRC could affect our ability to list our Class A Ordinary Shares, which could materially impair the market for and market price of our Class A Ordinary Shares.

There has been no public market for our Ordinary Shares, including Class A Ordinary Shares, prior to this offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you paid, or at all.

Prior to this offering, there has been no public market for our Class A Ordinary Shares. Although we have applied to have our Class A Ordinary Shares listed on the Nasdaq Capital Market, we cannot assure you that a liquid public market for our Class A Ordinary Shares will develop. If an active public market for our Class A Ordinary Shares does not develop following the completion of this offering, the market price of our Class A Ordinary Shares may decline and the liquidity of our Class A Ordinary Shares may decrease significantly.

The initial public offering price for our Class A Ordinary Shares will be determined by negotiation between us and the Underwriters and may vary from the market price of our Class A Ordinary Shares following our initial public offering. We cannot assure you that the price at which the Class A Ordinary Shares are traded after this offering will not decline below the initial public offering price. If you purchase our Class A Ordinary Shares in our 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 our Class A 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. As a result, investors in our Class A Ordinary Shares may experience a significant decrease in the value of their Class A Ordinary Shares due to insufficient or a lack of market liquidity of our Class A Ordinary Shares.

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares, and could result in substantial losses to you.

The trading prices of our Class A Ordinary Shares are likely to be highly volatile and could fluctuate widely due to factors beyond our control. This may happen due to broad market and industry factors, such as performance and fluctuation in the market prices or underperformance or deteriorating financial results of other listed companies based in Hong Kong and China. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other Hong Kong and Chinese companies’ securities after their offerings may affect the attitudes of investors towards Hong Kong-based U.S.–listed companies, which consequently may affect the trading performance of our Class A Ordinary Shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Hong Kong and Mainland Chinese companies may also negatively affect the attitudes of investors towards Hong Kong and Mainland Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of our Class A Ordinary Shares.

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

Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will trade.

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 a relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

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

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

Our Class A 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.

Assuming our Class A Ordinary Shares begin trading on the Nasdaq Capital Market, our Class A Ordinary Shares may be “thinly-traded,” meaning that the number of persons interested in purchasing our Class A 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 we are 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 we come to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our 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 our Class A Ordinary Shares may not develop or be sustained.

Our existing shareholders that are not included in this registration statement will be able to sell their Ordinary Shares after the completion of this offering subject to restrictions under the Rule 144.

Our existing shareholders, including our Controlling Shareholder, may be able to sell their shares pursuant to Rule 144 under the Securities Act after the completion of this offering and/or after the expiration of their lock-up period, if applicable.

Because these shareholders have paid a lower price per Class A Ordinary Share than participants in this offering and there are currently no established markets for the sale of the shares they own, when they are able to sell their pre-offering shares under Rule 144, they may be more willing than participants in this offering to accept a lower sales price than the offering price. These shareholders may sell all or a portion of their shares, from time to time, at the market price prevailing at the time of offer and sale, or at prices related to such prevailing market prices or in negotiated transactions or a combination of such methods of sale directly or through brokers. This fact could impact the trading price of our Class A Ordinary Shares following completion of the offering, to the detriment of participants in this offering. Under Rule 144, before our existing shareholders can sell their Class A Ordinary Shares, in addition to meeting other requirements, they must meet the required holding period. As such, the trading price of our Class A Ordinary Shares may fluctuate significantly due to such sales, which are beyond our control. We do not expect any of such Class A Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this offering.

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

The initial public offering price of our Class A Ordinary Shares is substantially higher than the (pro forma) net tangible book value per share of our Class A Ordinary Shares. Consequently, when you purchase our Class A Ordinary Shares in the offering and upon completion of the offering, you will incur immediate dilution. When you purchase the Class A Ordinary Shares in the offering, upon completion of the offering you will incur immediate dilution of US$[*] per Class A Ordinary Shares, based on an initial public offering price of US$[*] per Class A Ordinary Shares. See “Dilution”. In addition, you may experience further dilution to the extent that additional Class A Ordinary Shares are issued upon exercise of outstanding options we may grant from time to time.

The closing of this offering is contingent upon the approval of our listing application by Nasdaq. Failure to obtain this approval will result in the termination of this offering.

We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market. However, we cannot guarantee that our application will be approved. As disclosed elsewhere in this prospectus, we will not consummate this offering unless our Class A Ordinary Shares are approved for listing on Nasdaq.

If Nasdaq denies our listing application, we will be forced to terminate this offering. In such an event, you will not purchase any Class A Ordinary Shares, and this offering will not proceed. The primary consequences of such a termination would be borne by the Company, not the prospective investors of this offering.

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

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

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

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

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

The Class A Ordinary Shares sold in this offering pursuant to the public offering prospectus will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements.

There will be [*] Class A Ordinary Shares outstanding immediately after this offering, or [*] Class A Ordinary Shares if the underwriters exercise their option to purchase additional Class A Ordinary Shares in full. Sales of these Class A Ordinary Shares into the market could cause the market price of our Class A Ordinary Shares to decline.

In connection with this offering, we, our officers, directors, and shareholders holding 5% or more of the issued and outstanding Class A Ordinary Shares have agreed not to sell any of our Class A Ordinary Shares or are otherwise subject to similar lockup restrictions for six (6) months after the date of this prospectus without the prior written consent of the representatives of the underwriters, subject to certain exceptions. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares. See “Underwriting” for a more detailed description of the restrictions on selling our securities after this offering.

Future issuances of our Class B Ordinary Shares may be dilutive to the voting power of our Class A Ordinary Shareholders.

Future issuances of our Class B Ordinary Shares, which shall be approved by our Board of Directors, could result in dilution to existing holders of our Class A Ordinary Shares. Such issuances, or the perception that such issuances may occur, could depress the market price of the Class A Ordinary Shares.

Because the amount, timing, and whether or not we distribute dividends at all is entirely at the discretion of our board of directors, you must rely on the price appreciation of our Class A Ordinary Shares for return on your investment.

Our board of directors has complete discretion as to whether to distribute dividends. In addition, our shareholders may by a resolution of shareholders declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under the articles of association of the Company and the BVI law, including that the Company may only pay dividends if we are solvent immediately after the dividend payment in the sense that the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due.

During the year ended April 30, 2025, Barentsz Capital Limited declared and paid dividends in the aggregate amount of US$580,000, representing US$11.6 per share, to the shareholders of the Company registered. On May 6, 2025, Barentsz Capital Limited made an additional dividend payment of US$300,000 to the shareholders of the Company.

We currently intend to retain all remaining funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any further dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our 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 will be subject to the restrictions contained in any future financing instruments.

Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. We cannot assure you that our Class A Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares. See “Dividend Policy” section for more information.

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

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

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

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

As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq rules that allow us to follow our home country law for certain governance matters. Certain corporate governance practices in our home country, the British Virgin Islands, may differ significantly from corporate governance listing standards, except for general fiduciary duties and duties of care, BVI law has no corporate governance regime which prescribes specific corporate governance standards. We intend to rely on this “home country practice” exemption and, consequently, our shareholders may be afforded less protection than they would otherwise receive under the Nasdaq rules applicable to U.S. domestic issuers. Specifically, we plan to follow our home country practices in lieu of the Nasdaq requirements for:

While we intend to rely on these FPI exemptions, we are required to comply with certain mandatory Nasdaq rules. For example, we must comply with the audit committee requirements of Nasdaq Rule 5605(c)(3) (requiring a fully independent audit committee) and the requirement to notify Nasdaq of any non-compliance under Rule 5625.

Because we intend to rely on the FPI exemptions detailed above, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

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

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

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

We will be classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of our gross income for such year consists of certain types of “passive” income, or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (“asset test”). Based upon our current and expected income and assets, including goodwill and (taking into account the expected proceeds from this offering) the value of the assets held by our strategic investment business, the expected proceeds from this offering as well as projections as to the market price of our Class A Ordinary Shares immediately following the completion of this offering, we do not presently expect to be classified as a PFIC for the current taxable year or the foreseeable future.

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

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

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

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and the rules subsequently implemented by the SEC and the Nasdaq detailed requirements concerning corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. 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 of the Sarbanes-Oxley Act of 2012 relating to internal controls over financial reporting.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other time and attention to our public company reporting obligations and other compliance matters. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have only provided two years of audited financial statements and have not included all the executive compensation related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We cannot predict whether investors will find our Class A Ordinary Shares less attractive if we rely on these exemptions. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile.

We will remain an emerging growth company until the earliest of (i) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter; (ii) the end of the fiscal year during which we have total annual gross revenues of US$1.235 billion or more; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the last day of our fiscal year following the fifth anniversary of the completion of this offering.

Volatility in our Class A Ordinary Shares price may subject us to securities litigation.

The market for our Class A Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

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

The trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrades us, the price of our Class A Ordinary Shares could decline. If one or more of these analysts ceases coverage of our Company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

Our Controlling Shareholder have substantial influence over our business, and our interests may not be aligned with the interests of our other shareholders.

Upon completion of this offering, our Controlling Shareholder will continue to own over 50% of the voting power of our outstanding Ordinary Shares. Our Controlling Shareholders may have the authority to take actions that are not in the best interests of our other shareholders, even if opposed by them. These actions may include crucial decisions regarding mergers, consolidations, sales of assets, director elections, dividend declarations, and other significant corporate actions that can impact our Company’s future. In addition, this concentration of ownership may discourage, delay or prevent a change in control which could deprive you of an opportunity to receive a premium for your securities as part of a sale of our Company.

Underwriter may release or relax the lock-up restrictions imposed on our directors, officers and shareholders holding 5% or more of the issued and outstanding Ordinary Shares whereby availability for sales of substantial amounts of our Class A Ordinary Shares in the public market will increase which could adversely affect the market price of our Class A Ordinary Shares.

In connection with this offering, our directors, officers and shareholders holding 5% or more of the issued and outstanding Ordinary Shares have agreed not to sell any of our Class A Ordinary Shares or are otherwise subject to similar lockup restrictions for six(6) months after the effective date of this prospectus without the prior written consent of the representatives of the underwriter, subject to certain exceptions. However, the underwriter may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares.

Nasdaq 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.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities on Nasdaq and Nasdaq may use such discretion 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 Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities may meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq 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 the PCAOB, an auditor that the 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, and Nasdaq had concerns 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. Our initial public offering will be relatively small. The insiders of our Company will still hold a large portion of our Company’s listed securities following the consummation of this offering. Therefore, we may be subject to the additional and more stringent criteria of Nasdaq for our initial and continued listing, which might cause delay or even denial of our listing application.

Although we currently do not have equity incentive plan nor plan to grant any options under any equity incentive plan, any exercise of options granted, or issue of restricted shares, under an equity incentive plan in the future may result in dilution to our shareholders.

Prior to the closing of this offering, we do not intend to adopt an equity incentive plan. However, we may consider to adopt an equity incentive plan and grant options under such equity incentive plan after this offering to reward and incentivize our staff for their past and future contribution. Following the issuance of new Ordinary Shares upon exercise of any options that may be granted under such equity incentive plan, there will be an increase in the number of issued Ordinary Shares. As such, there may be a dilution or reduction of shareholding of existing shareholders which will result in a dilution or reduction of our earnings per Ordinary Share and net asset value per Ordinary Share. In addition, the fair value of options to be granted to eligible participants under the equity incentive plan will be charged to our consolidated statements of operations and comprehensive income over the vesting periods of the options. Fair value of the options shall be determined on the date of grant of the options. Accordingly, our financial results and profitability may be materially and adversely affected.

You should read the entire prospectus carefully and we strongly caution you not to place any reliance on any information contained in press articles or other media regarding us and the listing.

We wish to emphasize to prospective investors that we do not accept any responsibility for the accuracy or completeness of the information contained in any press articles or other media coverage regarding us or this offering, and such information that was not sourced from or authorized by us. We make no representation to the appropriateness, accuracy, completeness or reliability of any information contained in any press articles or other media coverage about our business or financial projections, share valuation or other information. Accordingly, prospective investors should not rely on any such information and should rely only on information included in this prospectus in making any decision as to whether to invest in our Class A Ordinary Shares.

Risks Relating to our Corporate Structure

We rely on dividends and other distributions of equity paid by our subsidiary to fund any cash and financing requirements we may have. In the future, funds may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.

We rely on dividends and other distributions on equity paid by our subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. We do not expect to pay cash dividends in the foreseeable future. If any of our subsidiaries incur debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.

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. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on any foreign exchange to transfer cash between Barentsz Capital Limited and the subsidiary, across borders and to U.S. investors, nor there are any restrictions and limitations to distribute earnings from the subsidiaries, to Barentsz Capital Limited and U.S. investors and amounts owed.

Currently, the PRC law and regulations and foreign currency control in Mainland China do not currently have any material impact on the transfer of cash between Barentsz Capital Limited and our subsidiary, or vice versa. However, the PRC government may, in the future, impose restrictions or limitations on our ability to transfer 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 to outside of Hong Kong and may affect our ability to receive funds from our subsidiary in Hong Kong. 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 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 measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering them worthless. Further, any limitation on the ability of our subsidiary to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

The dual-class structure of our Ordinary Shares will have the effect of concentrating voting control with our Controlling Shareholder, Mr. WEI Xiao, which will hold in the aggregate [*]% of the voting power of our shares following the completion of this offering, preventing you and other shareholders from influencing significant decisions, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval.

As of the date of this prospectus, the Company is authorized by its amended and restated memorandum and articles of association to allot a maximum of (i) 4,950,000,000 Class A Ordinary Shares, par value US$0.00001 per share and (ii) 50,000,000 Class B Ordinary Shares, par value US$0.00001 per share. As of the date of this prospectus, there are currently 9,002,000 Class A Ordinary Shares and 10,998,000 Class B Ordinary Shares issued and outstanding. Unless otherwise required by the BVI Act, holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote by the shareholders. Each Class A Ordinary Share confer upon shareholder the right to one (1) vote at a meeting of the shareholders or on any written resolution of shareholders and each Class B Ordinary Share confer upon shareholder the right to twenty 20 votes at a meeting of the shareholders or on any written resolution of shareholders. Class A Ordinary Shares and Class B Ordinary Shares are not convertible into each other.

The Class B Ordinary Shares outstanding are all legally and beneficially owned by Mr. WEI Xiao, representing 96.07% of the aggregate voting power of our currently outstanding Ordinary Shares as of the date hereof. Upon the completion of this offering, [*], will hold [*] % of the aggregate voting power of our issued and outstanding Ordinary Shares, assuming that the underwriters do not exercise their over-allotment option.

Because of the 1:20 voting ratio between our Class A and Class B Ordinary Shares, Mr. WEI Xiao will continue to control a majority of the combined voting power of our Ordinary Shares and therefore be able to control all matters submitted to our shareholders for approval so long as the Class B Ordinary Shares held by Mr. WEI Xiao represent at least 50% of the voting power of all outstanding Ordinary Shares.

This concentrated control will limit the ability of holders of Class A Ordinary Shares to influence corporate matters for the foreseeable future. Our amended and restated memorandum and articles of association do not include the sunset provisions to limit the lifespan of the Class B Ordinary Shares (meaning the high-vote feature of our Class B Ordinary Shares may persist indefinitely). The death of the ultimate beneficial owner of our Class B Ordinary Shares or intra-family transfers of Class B Ordinary Shares would not require conversion of the Class B Ordinary Shares. Furthermore, should the Company decide to issue additional Ordinary Shares in the future, the 1: 20 voting ratio between the two classes of our Ordinary Shares will result in further dilutive effect on the holders of Class A Ordinary Shares.

As a result, for so long as Mr. WEI Xiao owns a controlling or significant voting interest in our Ordinary Shares, it generally will be able to control or significantly influence, directly or indirectly and subject to applicable law, all matters affecting us, including:

Even if Mr. WEI Xiao were to dispose of certain of its shares of our Class A Ordinary Shares such that it would control less than a majority of the voting power of our outstanding Ordinary Shares, it may be able to influence the outcome of corporate actions so long as it retains Class B Ordinary Shares. During the period of Barentsz Capital Limited’s controlling or significant ownership of our Ordinary Shares, investors in this offering may not be able to affect the outcome of such corporate actions.

Our Controlling Shareholder, Mr. WEI Xiao, may have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. Corporate action might be taken even if other shareholders, including those who purchase shares in this offering, oppose them. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control or other liquidity event of our Company, could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale or other liquidity event and might ultimately affect the market price of our Class A Ordinary Shares.

Furthermore, we cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A Ordinary Shares or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of dual-class structures and temporarily barred new dual-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual-class capital structure makes us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices are not expected to invest in our Class A Ordinary Shares. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our multi-class structure, we will likely be excluded from certain of these indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make our Class A Ordinary Shares less attractive to other investors. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

As a “controlled company” under the rules of the Nasdaq Stock Market LLC, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Mr. WEI Xiao (our controlling shareholder of Barentsz Capital Limited) beneficially owns the majority of the voting power of our outstanding Class A Ordinary Shares. Under the Rule 4350(c) of the Nasdaq Stock Market LLC, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the rules of the Nasdaq Stock Market LLC, and the requirement that our compensation and nominating committees consist entirely of independent directors.

Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Stock Market Rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our Board of Directors might not be independent directors and our nominating and compensation committees might not consist entirely of independent directors. Accordingly, during any time while we remain a controlled company relying on the exemption and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq Capital Market corporate governance requirements. Our status as a controlled company could cause our Class A Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited.

There is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of the U.S. courts obtained against us, our subsidiary, or our directors or officers predicated upon the civil liability provisions of the securities laws of the U.S. or any state in the U.S. or (ii) entertain original actions brought in Hong Kong against us, our subsidiary or our directors or officers predicated upon the securities laws of the U.S. or any state in the U.S.

A judgment of a court in the U.S. predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the U.S. was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the U.S. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of the U.S. courts of civil liabilities predicated solely upon the federal securities laws of the U.S. or the securities laws of any State or territory within the U.S. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against our subsidiary, or our management named in the prospectus, as judgments entered in the U.S. can be enforced in Hong Kong only at common law. For more information regarding the relevant laws of the BVI and Hong Kong, see “Enforceability of Civil Liabilities.”

As the rights of shareholders under BVI law differ from those under U.S. law, you may have fewer protections as a shareholder.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, the BVI Act and the common law of the BVI. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under BVI law are governed by the BVI Act and the common law of the BVI. The common law of the BVI is derived in part from comparatively limited judicial precedent in the BVI as well as from the common law of England and the wider Commonwealth, which has persuasive, but not binding, authority on a court in the BVI. The rights of our shareholders and the fiduciary responsibilities of our directors under BVI law may not be as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the BVI has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law.

Shareholders of BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. Shareholders of a BVI company could, however, bring a derivative action in the BVI courts, and there is a clear statutory right to commence such derivative claims under section 184C of the BVI Act. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the BVI, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the BVI of judgments obtained in the United States, although the courts of the BVI will generally recognize and enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. The BVI Act offers some limited protection of minority shareholders. The principal protection under statutory law is that shareholders may apply to the BVI court for an order directing the company or its director(s) to comply with, or restraining the company or a director from, engaging in conduct that contravenes, the BVI Act. Under the BVI Act, the minority shareholders have a statutory right to bring a derivative action in the name of, and on behalf of, the company in circumstances where a company has a cause of action against its directors. This remedy is available at the discretion of the BVI court. A shareholder may also bring an action against the company for breach of duty owed to him as a shareholder. A shareholder who considers that the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the BVI court for an order to remedy the situation.

There are common law rights for the protection of shareholders that may be invoked, largely dependent on English common law. Under the general rule pursuant to English common law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors. However, every shareholder is entitled to have the affairs of the company conducted properly according to BVI law and the constituent documents of the company. As such, if those who control the company have persistently disregarded the requirements of company law, then the courts may grant relief. Generally, the areas in which the courts will intervene are the following: (1) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (2) acts that constitute fraud on the minority where the wrongdoers control the company; (3) acts that infringe or are about to infringe on the personal rights of the shareholders, such as the right to vote; and (4) where the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.

Under the laws of the BVI, the rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies available under common law (in tort or contractual remedies). The principal protection under statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of the company. A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him. The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records. There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the BVI for business companies is limited.

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

The laws of BVI provide limited protections for minority shareholders, so minority shareholders will not have the same options as to recourse in comparison to the U.S if the shareholders are dissatisfied with the conduct of our affairs.

Under the laws of the BVI, the rights of minority shareholders are protected by provisions of the BVI Act dealing with shareholder remedies and other remedies available under common law (in tort or contractual remedies). The principal protections under BVI statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. the memorandum and articles of association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of the company. A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him. The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records. There are also common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the BVI for business companies is limited.

Risks Relating to Doing Business in the Jurisdictions in which We Operate

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

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

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

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

The future development of national security laws and regulations in Hong Kong could materially impact our business by possibly triggering sanctions and other measures which can cause economic harm to our business.

On May 28, 2020, the National People’s Congress of the PRC approved a proposal to impose a new national security law for Hong Kong and authorized the Standing Committee of the National People’s Congress to work out the details of the legislation to be implemented in Hong Kong (“Decision”). The Decision states that the new law will target secession, subversion of state power, terrorism activities, and foreign interference. The stated objective of the Decision is to protect the national security of the PRC as a whole (including Hong Kong and Macau) and is not intended to have a direct commercial impact on economic activities. On June 30, 2020, the Standing Committee of the National People’s Congress passed the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region (“Hong Kong National Security Law”). Later that same day, Hong Kong’s Chief Executive promulgated the law in Hong Kong. Among other provisions, the law criminalizes acts of secession, subversion, terrorism, and collusion in Hong Kong.

On July 14, 2020, former U.S. President Donald Trump signed the Hong Kong Autonomy Act (“HKAA”) into law, authorizing the U.S. administration to impose blocking sanctions on individuals and entities 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 Chief Executives of the HKSAR, Carrie Lam and John Lee, respectively. On October 14, 2020, the U.S. State Department submitted the report required under the HKAA to relevant congressional committees, identifying individuals 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 significant transactions with foreign persons sanctioned under this authority. The imposition of such sanctions may directly affect foreign companies, investments, financial institutions, and any third parties or customers dealing with sanctioned entities.

On March 19, 2024, the Legislative Council of Hong Kong passed the Safeguarding National Security Bill. The corresponding legislation, the Safeguarding National Security Ordinance (“Security Ordinance”), took effect in Hong Kong on March 23, 2024. According to the Hong Kong Government, the Security Ordinance, together with the Hong Kong National Security Law, forms a comprehensive legal system for safeguarding national security in Hong Kong. This framework is intended to ensure the resolute, full, and faithful implementation of the “one country, two systems” policy.

It is difficult to predict the full impact of the Hong Kong National Security Law and the HKAA on Hong Kong and the companies operating there. If our Hong Kong subsidiary, which represent substantially all of our business, are found 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. Furthermore, we cannot rule out the possibility that the implementation of the Security Ordinance may trigger additional sanctions or penalties by foreign governments, potentially causing economic and other hardships for Hong Kong, including for companies like us that operate there. It is also challenging to predict the impact, if any, that the implementation of the national security laws will have on our business, as such impacts will depend on future developments, which remain highly uncertain and unpredictable.

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

All of our business and operations are in Hong Kong. During the period covered by the financial information incorporated by reference into and included in this prospectus, we derive all of our revenue from operations in Hong Kong. Accordingly, the business operations and financial conditions of our subsidiary will be affected by the political and legal developments in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance, or disobedience, as well as significant natural disasters, may affect the market and may adversely affect our operations. 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.

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 political arrangement between the PRC and Hong Kong and the economic, political, and legal environment in Hong Kong in the future. Since all of our operations are based in Hong Kong, any change of such political arrangements may pose an adverse impact on the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Based on certain recent developments including the Hong Kong National Security Law that was passed 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 issued an executive order and signed into law 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. 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 us, and the market price of our Class A Ordinary Shares could be adversely affected.

Because our business is conducted in U.S. dollars and Hong Kong dollars and the price of our Class A Ordinary Shares is quoted in United States dollars, changes in currency conversion rates may affect the value of your investments.

Since our business is conducted by ourself and subsidiary in Hong Kong, our books and records are maintained in U.S. dollars and Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between the Hong Kong dollar and the 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, our Class A Ordinary Shares offered by this prospectus are denominated in United States dollars, we will need to convert the net proceeds we receive 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 we will have available for our business.

Since 1983, Hong Kong dollars have been pegged to 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.

The Hong Kong legal system embodies uncertainties which could limit the legal protections available to the subsidiary.

Hong Kong is a Special Administrative Region of the PRC. Following British colonial rule from 1842 to 1997, China assumed sovereignty under the “one country, two systems” principle. The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current principles and policies regarding Hong Kong will remain unchanged for 50 years. Hong Kong has enjoyed the freedom to function with a high degree of autonomy for its affairs, including currencies, immigration and customs operations, and its independent judiciary system. On July 14, 2020, the United States signed an executive order to end the special status enjoyed by Hong Kong under the United States-Hong Kong Policy Act of 1992. This includes special treatment in areas including but not limited to customs tariffs, export controls, immigration, foreign investment, and extradition. The suspension or elimination of Hong Kong’s preferential treatment and continued tension between the United States and the PRC 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 materially and adversely affect our business and operations. 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.

The PRC government may exert significant oversight and control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material adverse change in our operations and cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

Although all of our operations are conducted in Hong Kong, we face significant risks and uncertainties due to the PRC government’s authority and potential to influence our business. The PRC government may intervene in or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers. Any such action could result in a material change in our operations and/or the value of the securities we are registering for sale.

We are aware that the PRC government has recently initiated a series of regulatory actions and statements to regulate business operations in China, including those related to data security, anti-monopoly, and supervision over companies listed overseas. While these actions have not been targeted at our company to date, the PRC government’s oversight could expand to Hong Kong-based companies like ours. Any future actions by the Chinese government to exert more oversight and control over offerings conducted overseas by, or foreign investment in, Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

It remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to Hong Kong companies including our Operating Subsidiary in the future. The PRC government may also exert significant oversight over our operations in Hong Kong, which could result in material change in our operations and/or value of our Class A Ordinary Shares. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiary. Any actions taken by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong-based issuers could 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.

All of our operations are in Hong Kong. However, due to the long-arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of our business of our subsidiary and may intervene or influence our operations, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Our subsidiary in Hong Kong may be subject to laws and regulations of Mainland China, which may impair our ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, regulations, rules, and the enforcement of laws of Mainland China may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the Mainland China legal and regulatory system cannot be certain.

We operate our business in Hong Kong. Hong Kong is a Special Administrative Region of China. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities and our business, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares.

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

In the event that we or our subsidiary were to become subject to the laws and regulations of mainland China, the legal and operational risks associated in mainland China also applies to our operations in Hong Kong, and we face the risks and uncertainties associated with the legal system in the mainland China, complex and evolving mainland China laws and regulations, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to companies like us, given the substantial operations of our subsidiary in Hong Kong and the PRC government may exercise significant oversight over the conduct of business in Hong Kong.

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

The 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:

We are aware that recently the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. We have no operations in Mainland China. We are located, and operate in Hong Kong, a special administrative region of the PRC. Based on our understanding of the PRC laws and regulations currently in effect as of the date of this prospectus, as we are located in Hong Kong, we are not currently required to obtain permission from the PRC government to list on a U.S. securities exchange and consummate this offering. However, there is no guarantee that this will continue to be the case in the future in relation to the continued listing of our securities on a securities exchange outside of the PRC, or even when such permission is obtained, it will not be subsequently denied or rescinded. 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 our Class A 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 the ultimate holding company and the subsidiary in Hong Kong. However, the Chinese 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 to outside of Hong Kong and may affect our ability to receive funds from our subsidiary in Hong Kong. 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 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 measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless.

Any actions by the PRC government to exert more oversight and control over offerings (including businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

While we believe that we and our subsidiary are currently not required to obtain permissions or approvals from Mainland China authorities for our business operations and/or the listing and offering of our securities, we cannot assure you that we or our subsidiary will be able to obtain all such permissions or approvals if they are nevertheless required.

We are aware that the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland-China-based companies listed overseas using VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

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

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On 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, provide that personal information and important data collected and generated by 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. In addition, for CIIOs that purchase network-related products and services, the CIIOs shall declare any network-related product or service that affects or may affect national security to the Office of Cybersecurity Review of the CAC for cybersecurity review. Due to the lack of further interpretations, the exact scope of what constitutes a “CIIO” remains unclear. Further, the PRC government authorities may have wide discretion in the interpretation and enforcement of these laws. In addition, the Cybersecurity Review Measures stipulates that any online platform operators holding more than one million users/users’ individual information shall be subject to cybersecurity review before listing abroad. As of the date of this prospectus, we have not received any notice from any authorities identifying us as a CIIO or requiring us to undertake a cybersecurity review by the CAC. Further, as of the date of this prospectus, we have not been subject to any penalties, fines, suspensions, investigations from any competent authorities for violation of the regulations or policies that have been issued by the CAC.

In addition, on December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively, the Draft Rules Regarding Overseas Listings. The Draft Rules Regarding Overseas Listing aim to lay out the filing regulation arrangement for both direct and indirect overseas listing and clarify the determination criteria for indirect overseas listing in overseas markets. According to the Draft Rules Regarding Overseas Listings, among other things, after making initial applications with overseas stock markets for initial public offerings or listings, all Mainland-China-based companies shall file with the CSRC within three working days.

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

As the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when we are subject to such filing requirements, we will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us.

In the opinion of our PRC counsel, Jiangsu Junjin law Firm, as of the date of this prospectus, we are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures because (i) we are headquartered in Hong Kong, with our officers and all members of the board of directors based in Hong Kong who are not Mainland China citizens; (ii) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China, nor are us controlled by any Mainland Chinese company or individual directly or indirectly; (iii) we only operate in Hong Kong and none of our business activities are conducted in Mainland China, and we have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in our audited consolidated financial statements for the fiscal years ended April 30, 2025 and 2024; (iv) we currently do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a VIE structure with any entity in Mainland China; (v) pursuant to the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). In addition, in the opinion of our PRC counsel, Jiangsu Junjin Law Firm, as of the date of this prospectus, we are not subject to the cybersecurity review by the CAC over data security and our offering because our only subsidiary is a Hong Kong company, and we do not have operations in Mainland China.

While we has no current operations in Mainland China, should we have any future operations in Mainland China, these regulatory agencies may also impose fines and penalties on our operations in China, as well as limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business as well as the trading price of our Class A Ordinary Shares. We may be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our Class A Ordinary Shares. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any action taken by the PRC government could significantly limit or completely hinder our operations in the PRC. As a result, our Class A Ordinary Shares may decline in value dramatically or even become worthless should we become subject to new requirements to obtain permission from the PRC government to issue our Class A Ordinary Shares in the future.

Since these proposed rules, 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. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer Class A 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 Class A Ordinary Shares to significantly decline in value or become worthless.

We may become subject to a variety of PRC laws and other obligations regarding M&A Rules, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (“M&A Rules”), adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in Mainland China and controlled by companies or individuals of Mainland China 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.

As of the date of this prospectus, we have no subsidiary, VIE structure or any direct operations in Mainland China, nor do we intend to have any subsidiary or VIE structure or to acquire any equity interests in any domestic companies in mainland China, and we are not controlled by any companies or individuals of mainland China. Further, we are headquartered in Hong Kong, with all members of the board of directors of Barentsz Capital Limited being based in Hong Kong and not mainland China citizens and all of our revenues and profits are generated by us in BVI and Hong Kong. Moreover, pursuant to the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). Therefore, based on our understanding of the PRC laws and regulations currently in effect, as of the date of this prospectus, the CSRC’s approval is not required for the listing and trading of our Class A Ordinary Shares in the U.S. exchange as provided under the M&A Rules, and we would not be subject to filing requirements with the CSRC as provided under the Trial Measures.

As of the date of this prospectus, we are advised by our Hong Kong counsel, P.Y. CHEUNG & CO. SOLICITORS, that we are not required to obtain permission or approval from Hong Kong authorities to list in the United States and to offer the securities being registered to foreign investors provided that the offering activities are conducted outside of Hong Kong. No such permissions or approvals have been applied for by us and/or our subsidiary, nor have any been denied by the relevant authorities. As of the date of this prospectus, we do not require any additional permissions or approvals from the Hong Kong authorities to operate our business. As advised by our Hong Kong counsel, P. Y. CHEUNG & CO. SOLICITORS, we have obtained all requisite permissions and approvals from the Hong Kong authorities necessary to operate in Hong Kong, including, but not limited to, our business registration certificate. However, we have been advised by our Hong Kong counsel, P. Y. CHEUNG & CO. SOLICITORS, that uncertainties remain due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future. Should there be any change in applicable laws, regulations, or interpretations, and we or our subsidiary are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations.

As advised by our PRC Counsel, Jiangsu Junjin law Firm, based on the PRC laws, rules and regulations as of the date of this prospectus, (i) we are not required to submit an application to the CSRC for its approval of this offering and the listing and trading of our Class A Ordinary Shares on Nasdaq under the M&A Rules; (ii) we are not required to conduct filing with or obtain the approval from the CSRC or other relevant PRC authorities for the listing and trading of our securities on Nasdaq under the Trial Administrative Measures; (iii) there were no policies adopted by the PRC government to impose restrictions on our industry that materially impact our business, financial conditions or results of operations; (iv) we are not subject to cybersecurity review by the CAC or any other PRC authorities for this offering; (v) we are not required to obtain any regulatory approval regarding the data privacy and personal information requirements from any PRC authorities for our businesses and operations; and (vi) the Data Security Law is not applicable to us. Hence, based on the foregoing, since we are not subject to the regulations or policies issued by the CSRC to date, we believe that we are currently not required to be compliant with such regulations and policies issued by the CSRC as of the date of this prospectus. Further, as of the date of this prospectus, neither we nor our subsidiary have ever applied for any such permission or approval, as we currently are not subject to the M&A Rules. However, if we or our subsidiary (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) if applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the CAC or other regulatory agencies. These regulatory agencies may impose fines and penalties on our operations, limit our ability to pay dividends, delay or restrict the repatriation of the proceeds from this offering, or take other actions that could have a material adverse effect on our business, financial condition, and results of operations. Any such action could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares, and as a result, our Class A Ordinary Shares may decline in value dramatically or even become worthless.

It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within the territory of the PRC, including Hong Kong.

There is currently no arrangement for the reciprocal enforcement of judgments between Hong Kong and the United States. However, a judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong under common law by bringing an action in a Hong Kong based court on that judgment for the amount due thereunder, and subsequently seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment meets various conditions. See “Enforceability of Civil Liabilities” on page 101. Moreover, all of our assets are located outside the United States. In addition, all our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such persons or to enforce judgments obtained in United States courts against them or against us, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Shareholder claims or regulatory investigations that are common in the United States are generally difficult to pursue as a matter of law or practicality in Mainland China. For example, in Mainland China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside Mainland China. Although the authorities in Mainland China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of Mainland China. While detailed interpretation of or implementation rules under the same article have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigations or evidence collection activities within Mainland China may further increase difficulties faced by you in protecting your interests.

Our principal business operation is conducted in Hong Kong. In the event that the U.S. regulators carry out an investigation on us and there is a need to conduct such investigation or collect evidence within the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may, in the future, consider cross-border cooperation with a securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC. Additionally, 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 SFO which empowers the SFC to exercise its investigatory powers to obtain information and documents requested by non-Hong Kong regulators, and 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 that may be sought by U.S. regulators.

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

Currently, our operations are conducted outside the United States, and all of our assets are located outside the United States. All our directors and officers are Hong Kong citizens or residents and a substantial portion of their assets are located outside the United States. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in the prospectus, as judgments entered in the United States can be enforced in Hong Kong only at common law. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts.

Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, our principal place of business.

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

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

USE OF PROCEEDS

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

We plan to use the net proceeds of this offering in the following order of priority:

The foregoing application of the net proceeds from this offering represents our current intentions based upon our present plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the amount of cash generated by our operations, the progress of our business development, and the execution of our business strategies. Accordingly, our management will have broad discretion in the application of the net proceeds, and investors will be relying on the judgment of our management regarding the application of the proceeds of this offering. We reserve the right to change the use of proceeds if management determines that it is in our best interests to do so.

In the event that our actual net proceeds are less than the amount we expect to receive, we will fund the purposes in the order of priority listed above. Accordingly, if we receive less than the maximum proceeds, we would expect to first reduce the amount allocated to general corporate purposes, followed by strategic acquisitions, market growth, and finally, business expansion and innovation. If our net proceeds are not sufficient to fund our intended purposes, we may also need to seek additional capital through equity or debt financing, and we cannot assure you that we will be able to obtain such financing on terms acceptable to us, or at all.

Pending deployment of the net proceeds for the uses described above, the funds may be placed in short-term deposits with financial institutions or used to invest in short-term money market instruments.

DIVIDEND POLICY

During the year ended April 30, 2025, the net cash flow from operating activities of Barentsz Capital Limited was US$705,865. In the same fiscal year, Barentsz Capital Limited declared and paid dividends in the aggregate amount of US$580,000, representing US$11.6 per share, to the shareholders of the Company. On May 6, 2025, Barentsz Capital Limited made an additional dividend payment of US$300,000 to the shareholders of the Company registered.

We have no present plans to distribute any cash dividends on our Class A Ordinary Shares in the foreseeable future following this offering. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, our ability to pay dividends on our Class A Ordinary Shares is limited by various factors such as our future financial performance and bank covenants. Any future determination to pay dividends will be at the discretion of our Board of Directors, subject to compliance with covenants in current and future agreements governing our and our subsidiary’s indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board of Directors may deem relevant.

The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable BVI laws regarding solvency. Our board of directors will take into account general economic and business conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and other implications on the payment of dividends by us to our shareholders or by our subsidiary to us, and such other factors as our board of directors may deem relevant. In addition, our shareholders may by resolution of shareholders declare a dividend, but no dividend may exceed the amount recommended by our board of directors.

Subject to the BVI Act and our amended and restated memorandum and articles of association, our board of directors may by resolution, authorize a distribution (which includes a dividend) by our Company to our shareholders if our board of directors is satisfied, on reasonable grounds, that immediately after the distribution the Company will satisfy the solvency test, that is: (a) the Company will be able to pay its debts as they fall due; and (b) the value of the Company’s assets exceeds its liabilities. No dividend shall bear interest as against the Company and no dividend shall be paid on treasury share.

CORPORATE HISTORY AND STRUCTURE

Before the Reorganization

Barentsz Capital Limited is a BVI business company with limited liability incorporated in the British Virgin Islands on March 30, 2023. Upon its incorporation, its shares were held by Mr. WEI Xiao and Mr. WANG Huangji, each holding 50%. As of 11 April 2023, Wei Xiao and Wang Huangji each held 50% of Barentsz Capital Limited’s then total issued shares. Barentsz Capital Limited conducts its operations in Hong Kong by itself and through its then operating subsidiaries, Barentsz HK and Premier ESG. Barentsz HK was established under the Hong Kong laws on May 4, 2023, with Barentsz Capital Limited as its sole initial shareholder. Premier ESG was established under the Hong Kong laws on August 26, 2024, with Barentsz Capital Limited holding 51% of its equity, and the other 49% of its equity is held by Premier Advisory Services Limited, an entity in which Mr. Lee Yee Tak, a director of our subsidiary, holds a 40% equity interest and serves as the sole director. The equity structure of Barentsz Capital Limited prior to the reorganization, which is detailed in the next section, is illustrated in the diagram below.

The Reorganization

In preparation for this offering, we undertook a corporate reorganization to streamline our structure. The Reorganization consisted of two primary steps: the disposal of a former subsidiary and the restructuring of the Company’s shareholdings.

Disposal of Barentsz HK

To streamline our business focus for this offering, on May 23, 2025, the Company transferred its entire equity interest in Barentsz HK to Barentsz Investments Limited. On May 22, 2025, the Barentsz Investments Limited acquired the approval to become a substantial shareholder of Barentsz HK from the Securities and Futures Commission (“SFC”). On May 23, 2025, the Company transferred all outstanding and issued shares of Barentsz HK to Barentsz Investments Limited. This was a transaction between entities under common control, as Barentsz Investments Limited is an entity also controlled by our controlling shareholders. The transfer was structured to remove Barentsz HK and its business from the listing group.

From an accounting perspective, the transfer was treated as a distribution to the Company’s shareholders at its historical carrying value. As such, no gain or loss was recognized on the disposal in our consolidated statement of operations. The net assets of Barentsz HK at the date of disposal were [*], and this amount was recorded as a direct reduction in our consolidated equity. Upon completion of this transaction, Barentsz HK became a wholly-owned subsidiary of Barentsz Investments Limited. Consequently, Barentsz HK ceased to be a subsidiary of the Company and its financial results are not included in our consolidated financial statements presented in this prospectus.

Restructuring of the Company’s Shareholding

Concurrently with the disposal of Barentsz HK, the shareholding of the Company itself was restructured. Through a series of share transfer transactions, Mr. WANG Huangji transferred a portion of his shares and nine new individual shareholders acquired equity interests in the Company.

On July 16, 2025, the Company adopted written resolutions and approved the issuance of 10,998,000 shares of Class B Ordinary Shares to Mr. WEI Xiao and 9,002,000 Class A Ordinary Shares to Mr. WANG Huangji and the nine new individual shareholders, with a nominal value of $0.00001 per share. As a result of this restructuring, the ownership of the Company was reconfigured. As of the date of this prospectus, Mr. WEI Xiao holds 54.99% of the equity interest in the Company and is our controlling shareholder. The remaining 45.01% is held collectively by Mr. WANG Huangji and the nine new individual shareholders (together referred to as the “other individual shareholders”), with each of these ten individuals holding no more than 5% of the total shares.

The following diagrams illustrate our corporate structure as of the date of this prospectus and upon the completion of this offering, based on a proposed number of [*] Class A Ordinary Shares, assuming no exercise of the underwriters’ over-allotment option:

As of the date of this prospectus

CAPITALIZATION

The following tables set forth our capitalization as of April 30, 2025:

DILUTION

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

Net tangible book value represents the amount of our total consolidated tangible assets, less our total consolidated liabilities. Our net tangible book value as of April-30, 2025 was US$421,020, or US$0.05 per Class A Ordinary Share.

After giving effect to the issuance and sale of [*] Class A Ordinary Shares in this offering at an assumed initial public Offer Price of US$[*] per share (the midpoint of the estimated price range set forth on the cover of this prospectus), and after deducting underwriting discounts and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of [*] would have been US$[*] per outstanding Class A Ordinary Share. This represents an immediate increase in net tangible book value of US$[*] to existing shareholders and an immediate dilution in net tangible book value of US$[*] per Class A Ordinary Share to investors purchasing shares in this offering. The following table illustrates such dilution:

The following table summarizes, on a pro forma as adjusted basis as of [*] the total number of Class A Ordinary Shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing Shareholders and by investors in this offering. The table below reflects an assumed initial public offering price of US$[*] per share (the midpoint of the estimated price range set forth on the cover of this prospectus), for shares purchased in this offering and excludes underwriting discounts and commissions and estimated offering expenses payable by us.

The dilution information in this section is presented for illustrative purposes only. Our as adjusted net tangible book value following the consummation of this offering is subject to adjustment based on the actual initial public Offer Price of our Class A Ordinary Shares and other terms of this offering determined at pricing.

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

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

Overview

Barentsz Capital Limited is a limited liability business company incorporated in the British Virgin Islands on March 30, 2023 and is authorized to issue a maximum of 4,950,000,000 Class A Ordinary Shares with US$0.00001 par value per share and 50,000,000 Class B Ordinary Shares with US$0.00001 par value per share.

The Company’s registered office in the British Virgin Islands is at Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands and its principal place of business is situated at Room 903, 9/F., Singga Commercial Centre, 144-151 Connaught Road West, Sai Ying Pun, Hong Kong. The Company and its subsidiary (collectively referred to as the “Company”) offer comprehensive growth consulting services, providing entrepreneurs and corporate clients worldwide with in-depth strategic insights and implementable solutions which principally engages in the provision of consulting services.

We offer comprehensive growth consulting services, providing entrepreneurs and corporate clients worldwide with in-depth strategic insights and implementable solutions. Our mission is to safeguard their interests, foster valuable connections, and drive transformative value creation at every stage of their journey. Backed by extensive resources and a far-reaching international network, we offer end-to-end consulting services designed to address both macro-level strategy and precision execution. From visionary planning to operational excellence, we equip our clients with the tools and expertise needed to navigate complexity, seize opportunities, and achieve scalable, long-term success. Committed to partnership beyond transactions, we stand by our clients as their dedicated ally—aligning with their goals, mitigating risks, and unlocking growth potential. Together, we turn ambition into enduring achievement.

The Company primarily generates revenue through the provision of consulting services. For the fiscal years ended April 30, 2025 and April 30, 2024, our total revenue was approximately $1.47 million and $0.02 million respectively, and our net income attributable to our shareholders was approximately $1.03 million for the fiscal year ended April 30, 2025, and our net loss was approximately $0.09 million for the fiscal year ended April 30, 2024.

We provide integrated comprehensive consulting services, which can be categorized into two core areas that often complement each other to offer integrated solutions to clients.

(1) Strategic and Management Consulting:

(2) Technology Consulting and Software Development (“TCSD”):

Key factors affecting operating results

We believe the following key factors may affect our results of operations:

Economic conditions in Hong Kong

Our operations are located in Hong Kong. Accordingly, our results of operations and prospects are highly influenced by any material deterioration in the financial and economic conditions of the capital market in Hong Kong. It may directly affect the demand for our services, our pricing strategies, the level of our business activities and consequently our revenue derived therefrom. This may materially and adversely affect our financial condition and results of operations.  

Ability of our Group to stay competitive in the market

The sustainability of our revenue and net income will depend upon our ability to remain competitive in the equity capital market and to obtain new customers on a consistent basis. Our key competitive advantage is our team’s expertise and business network. Our key managements are professional and expertise in the equity capital markets, regulatory compliance, and corporate advisory services allow us to provide high-value, tailored solutions to clients. Also, our experienced team has built a strong network of corporate clients which provides a steady pipeline of business opportunities. Competitors without such connections and networks may spend much time on marketing and business development.

As the Hong Kong economy continues to grow and expand demand for professional corporate services, it is anticipated that recruitment and retention of capable persons may directly affect our ability to maintain our competitiveness in the market. In addition, there are relatively low entry barrier and obstacles in professional corporate services and it is anticipated that we may face keen competition with market rivals and may lead to decrease in our profit margin as a result of price competition.

Our ability to maintain our major customers

For the year ended April 30, 2025, approximately 86.85% of our total revenues were generated by our top five customers, and for the year ended April 30, 2024, all of our total revenues came from a single customer. There are no any known trends and uncertainties related to these customers that are reasonably likely to have a material effect on the financial results due to the non-recurring nature of the revenue from these projects.   Revenue from these customers is not expected to recur after completion of these projects. Our engagements with these customers are project-based and non-recurring in nature. Accordingly, revenue from these specific projects is not expected to recur after their completion. Our future operating results are therefore highly dependent on our ability to continuously secure new clients and new projects. While we strive to leverage our relationships with existing clients to secure new, distinct follow-on engagements and generate referrals, there is no assurance that we will be successful in doing so. The timing and size of new projects are inherently uncertain. If we are unable to continuously secure new sizable mandates, or if the market conditions become unfavorable, our business and the results of operations may be materially and adversely affected.

Our businesses heavily depend on our key management

Our performance and success are, to a certain extent, attributable to the extensive industry knowledge and experience of our key management. Our continued success is dependent, to a large extent, on the ability to attract and retain the services of the key management team. We may not be able to retain the services of our directors or other key personnel, or attract and retain high-quality personnel in the future. If any of our key personnel departs from us, and we are not able to recruit a suitable replacement with comparable experience to join us on a timely basis, our business, operations and financial conditions may be materially and adversely affected.

Results of Operations

For the years ended April 30, 2025 and 2024

The following table sets forth the consolidated results of our operations for the year ended April 30, 2025 and 2024, respectively:

Revenue

The following table presents revenues for the years ended April 30, 2025and 2024, respectively:

Our revenue increased by $1,448,231 or 5,945%, from $24,359 for the year ended April 30, 2024 to $1,472,590 for the year ended April 30, 2025, primarily due to the increase in our revenue derived from our consultancy income. The increase was primarily attributable to (i) securing five new major customers, contributing 86.85% of our total revenue during the year ended April 30, 2025 and (ii) our increased ability and capacity to process more projects as a result of our investment in our human capital devoted to research and development.

The contract period of our consulting services projects was generally within six months after signing the contract, which remains unchanged during the two years ended April 30, 2025 and 2024.

Cost of revenue

The following table presents cost of services for the years ended April 30, 2025 and 2024, respectively:

Our cost of revenue mainly represented our staff costs including salaries, bonuses and mandatory provident fund contribution of our directors and employees. We recognized our staff costs under cost of revenue because all of our staff are involved in daily execution of our consulting projects. Our cost of revenue increased by $186,574 from $12,500 for the year ended April 30, 2024 to $199,074 for the year ended April 30, 2025. Such an increase was primarily attributable to the increase in number of staff in direct labor costs in our research and development team from 1 for the year ended April 30, 2024 to 6 for the year ended April 30, 2025.

Gross profit and gross profit margin

For the years ended April 30, 2025 and 2024, our gross profit amounted to $1,273,516 and $11,859, representing gross profit margins of approximately 86.48% and 48.68%, respectively. The increase in gross profit margin in the year ended April 30, 2025 mainly due to the improved scalability and efficiency of our operations, as the increased volume of projects was managed by leveraging our team’s capacity.

Administrative expenses

The following table sets forth the breakdown of our administrative expenses for the years ended April 30, 2025 and 2024, respectively:

Our administrative expenses increased by $37,134 or 37.03% from $100,287 for the year ended April 30, 2024 to $137,421 for the year ended April 30, 2025 which was mainly due to (i) $38,476 increase in employee benefits expense for new administrative hires, (ii)$14,857 increase business development activities and client entertainment events as a result of increase in operating scale and netting off (iii) $22,474 decrease in legal and professional fee as a result of the decrease in using compliance consulting services during the year ended April 30, 2025.

Interest expenses

For the year ended April 30, 2025, our interest expenses mainly represented the interest on lease liabilities amounted to $887 and overdraft interest expenses amounted to $16, respectively. There was no finance costs for the year ended April 30, 2024.

Other income

For the years ended April 30, 2025 and 2024, our other income amounted to $12,756 and $1,248, respectively. The increase in other income was mainly due to the increase in bank interest income for the year ended April 30, 2025.

Income tax expenses

We are subject to income tax on an entity basis on profit arising in or derived from the jurisdiction in which members of our Group domicile or operate.

British Virgin Islands

Under the current laws of the British Virgin Islands, we are not subject to tax on income or capital gains.

Hong Kong

We are subject to Hong Kong profits tax at a rate of 16.5% for taxable income earned in Hong Kong before April 1, 2018. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the first HK$2,000,000 (approximately US$257,423) and 16.5% for any assessable profits in excess of HK$2,000,000 (approximately US$257,423).

Our income tax expenses increased by $109,968, from $nil for the year ended April 30, 2024 to $109,968 for the year ended April 30, 2025, which was mainly due to the increase in income before income tax expenses.

Net income and net income margin

For the reasons set out above, our net income increased by $1,125,160, from net loss of $87,180 for the year ended April 30, 2024 to net income $1,037,980 for the year ended April 30, 2025, in compliance with the net income requirement for a listing on the Nasdaq Capital Market. Our net income margin amounted to approximately 70.49% for the year ended April 30, 2025 and net loss margin amounted to approximately 357.90% for the year ended April 30, 2024.

Liquidity and Capital Resources

As of April 30, 2025, we had $386,614 in cash and cash equivalents and net current assets of $392,442. Our principal sources of liquidity have historically been cash generated from operating activities and advances from related parties. We believe that our current cash and cash equivalents, along with the anticipated cash flows from operations, will be sufficient to meet our anticipated cash needs, including our working capital and capital expenditure requirements, for at least the next 12 months from the date of this prospectus.

In the long-term, we plan to fund our liquidity needs through cash flows from operations and the net proceeds from this offering. Our ability to generate adequate amounts of cash depends on our future performance, which is subject to general economic, financial, competitive, and other factors that may be beyond our control.

Management is of the opinion that the working capital is sufficient for the Company’s present requirements. However, if any material adverse changes in our business were to occur, Mr. WEI, our principal shareholder, has agreed to provide financial support to the business to ensure it can meet its obligations as they fall due for at least the next twelve months from the date these consolidated financial statements were issued. This support provides an additional source of liquidity should it be required.

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

Accounts receivable, net

Our accounts receivable mainly represent amounts due from clients for consulting services which are recorded net of allowance for the Company’s expected credit losses, if any.

We generally do not grant formal credit terms to our clients. We usually issue an invoice in respect of consulting services after a pre-defined milestone under the mandate is achieved or upon completion of a consulting service. Payments are required to be made within a reasonable period of time after the issuance of an invoice and are usually settled by cheque or via wire transfer within three   months of the date of invoice.

Our accounts receivable, net increased by $408,600, from nil, as of April 30, 2024 to $408,600 as of April 30, 2025, which was mainly due to our increase in revenue during the year ended April 30, 2025. As of the report date, approximately $208,600, or 51% of the accounts receivable balance as of April 30, 2025 was settled.

Accrued expenses and other current liabilities

Our accruals and other payables mainly represented our accrued expenses, such as administrative expenses and staff costs. Our accruals and other payables increased by $68,530 or 96.1% from $71,314 as of April 30, 2024 to $139,844 as of April 30, 2025.

Amount due to related parties 

As of April 30, 2025 and 2024, our amounts due to related parties solely represented advances for operational purposes from our related parties. These amounts are unsecured, interest-free, and have no fixed terms of repayment and non-trade related. As of the date of this report, the entire balance has yet settled.

As of April 30, 2025 and 2024, the balance of amount due to related parties was as follows:

Contract liabilities

Our contract liabilities mainly represent the upfront payments received upon signing of the advances from clients related to consulting services. These payments are non-refundable and will be recognized as revenue when our performance obligation has been satisfied. Our contract liabilities decreased by $90,667, or 86.84% from $104,410 as of April 30, 2024 to $13,743 as of April 30, 2025.

Tax payables

Our tax payables represent the sum of the current tax liability.

The tax payable is based on taxable profit for the year. Taxable profit differs from profit recognized in the combined statement of profit or loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Operating lease liabilities

Our operating lease is mainly for office space in Hong Kong.

Current ratio and gearing

As of April 30, 2025 and 2024, our current ratio, being current assets divided by current liabilities, was approximately 195.19% and 87.16%, respectively. As of the date of this prospectus, we have not incurred any borrowings.

Cash Flows

Comparison of years ended April 30, 2025 and 2024

Our use of cash primarily is related to operating activities and capital expenditure. We have historically financed our operations primarily through our cash flow generated from our operations. The following table sets forth a summary of our cash flows information for the years indicated:

Operating activities

Our cash inflow from operating activities was principally from the receipt of our revenue. Our cash outflow used in operating activities was principally for payment of staff costs, rental and office expenses and other operating expenses. Our net cash generated from operating activities increased by $617,321, or 697.19% from $88,544 as of April 30, 2024 to $705,865 as of April 30, 2025.

Financing activities

For the year ended April 30, 2025, our cash used in financing activities were principally for repayment of our operating lease liabilities and payment of dividends to our shareholders amounted to $580,000.

For the year ended April 30, 2024, net cash provided by financing activities was approximately $162,180, solely consisted of advance from related parties.

Material Cash Requirements from Contractual Obligations

The following table sets forth our contractual obligations as of April 30, 2025 and 2024:

Other than as disclosed above, we did not have any significant capital or other commitments, long-term obligations, or guarantees as of April 30, 2025.

Restrictions on Cash Transfers to the Company

We are a holding company incorporated in the British Virgin Islands and conduct our operations primarily through our subsidiary in Hong Kong. The ability of our Hong Kong subsidiary to transfer funds to us in the form of cash dividends, loans, or advances is subject to the applicable laws and regulations of Hong Kong. Under Hong Kong law, dividends can only be paid out of distributable profits. There are currently no foreign exchange controls in Hong Kong that would restrict the transfer of funds to us. However, the ability of our subsidiary to make such transfers could be limited by its cash requirements for its own operations. We do not expect such restrictions to have a material impact on our ability to meet our cash obligations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.

Quantitative and Qualitative Disclosure about Market Risk 

Concentration risk

We rely on a limited number of key clients for our business, therefore, we are subject to significant client concentration risk. Neither Client A, Client B, nor Client C is a related party of the Company. During the years ended April 30, 2025 and 2024, details of the clients accounting for 10% or more of total operating revenue are as follows:

Credit risk

Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash and cash equivalents, accounts receivable and other current assets.

Our Group believes that there is no significant credit risk associated with cash and cash equivalents, which were held by reputable financial institutions in the jurisdictions where the Company and its subsidiary are located. The Hong Kong Deposit Protection Board pays compensation up to a limit of HK$500,000 (approximately US$64,356) if the bank with which an individual/a company hold its eligible deposit fails and with effective from October 1, 2024, the protection limit was increased to HK$800,000 (approximately US$102,969).

As of April 30, 2025 and 2024, cash balances of US$386,614 and US$250,944, respectively, were maintained at a financial institution in Hong Kong and HK$800,000 and HK$500,000 (approximately US$102,969 and US$64,356), respectively, were insured by the Hong Kong Deposit Protection Board.

As of April 30, 2025 and 2024, details of the clients which accounted for 10% or more of accounts receivable are as follows:

Our Company has designed their credit policies with an objective to minimize their exposure to credit risk. Our Company conducts credit evaluations on its clients. Our Company periodically evaluates the creditworthiness of the existing clients in determining an allowance for expected credit losses primarily based upon the age of the receivables and factors surrounding the credit risk of specific clients.

Interest rate risk

Our Company’s exposure on fair value interest rate risk mainly arises from its fixed deposits with bank. It also has exposure on cash flow interest rate risk which is mainly arising from its deposits with bank.

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

Since the commencement of our business advisory activities in March 2023 and up to the date of this prospectus, we have not incurred any borrowings. As a result, we have not been subject to any interest rate risk arising from borrowings.

Foreign currency risk

The reporting currency of the Company is U.S. Dollar and Hong Kong Dollar. To date the majority of the revenues and costs are denominated in U.S. Dollar and Hong Kong Dollar and a significant portion of the assets and liabilities are denominated in U.S. Dollar and Hong Kong Dollars. The Company has not maintained any hedging policy against foreign currency risk. The management will consider hedging significant currency exposure should the need arise.

Commitments and Contingencies

In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

Capital Expenditures

No material capital expenditures were incurred during the years ended April 30, 2025 and 2024.

Inflation

Inflation does not materially affect our business or the results of our operations.

Seasonality

The nature of our business does not appear to be affected by seasonal variations.

Critical Accounting Policies and Critical Accounting Judgments and Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP. These accounting principles require us to make judgments, estimates and assumptions on the reported amounts of assets and liabilities at the end of each fiscal period, and the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

Critical accounting policies

When reading our consolidated financial statements, you should consider our selection of critical accounting policies, including revenue recognition, account receivables, and income taxes, of which the details are set out in our consolidated financial statements.

Allowance for expected credit loss

Our allowance for expected credit losses is a critical accounting estimate because it requires significant management judgment and is subject to a high degree of uncertainty. The estimate involves making assumptions about future economic conditions and the specific creditworthiness of our clients. A failure to make accurate estimates could result in a material impact on our financial condition and results of operations.

We determine the allowance for expected credit losses based on a combination of historical experience, an aging analysis of our receivables, and an assessment of forward-looking economic conditions. We evaluate the credit risk of our clients on an ongoing basis. For the years ended April 30, 2025 and 2024, no allowance for credit losses was recorded. This was because our accounts receivable were not past due as of the balance sheet dates and were owed by major clients with whom we have strong relationships and who we assessed to have a low risk of default. While there has been no material change in our estimation methodology during the periods presented, the inputs, particularly forward-looking economic assumptions, are updated each reporting period.

The sensitivity of this estimate is significant. For example, a sudden and adverse change in the financial condition of one of our major clients could require us to record a material credit loss, which would directly reduce our net income.

Recent Accounting Pronouncements

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 ASU 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 compare entities subject more easily 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. We are currently evaluating the impact the adoption of ASU 2023-06 will have on its consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. This ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision mark (“CODM”), an amount for other segment items by reportable segment and a description of its composition, all annual disclosures required by FASB ASU Topic 280 in interim periods as well, and the title and position of the CODM and how the CODM uses the reported measures. Additionally, this ASU requires that at least one of the reported segment profit and loss measures should be the measure that is most consistent with the measurement principles used in an entity’s consolidated financial statements. Lastly, this ASU requires public business entities with a single reportable segment to provide all disclosures required by these amendments in this ASU and all existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively. We are currently evaluating the impact the adoption of ASU 2023-06 will have on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income taxes (Topic 740), Improvements to Income Tax Disclosures”, which provides guidance on the requirements such as the requirement that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. For public business entities (“PBEs”), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (“non-PBEs”), the requirements will be effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The ASU should be applied prospectively. Retrospective application is permitted. We are currently evaluating the impact the adoption of ASU 2023-09 will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The amendments in this ASU are intended to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. For interim and annual reporting periods, an entity shall disaggregate, in a tabular format disclosure in the notes to financial statements, all relevant expense captions presented on the face of the income statement in continuing operations into the purchases of inventory, employee compensation, depreciation, amortization, and depletion. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.Early adoption is permitted. The amendments in this Update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements We are currently evaluating the impact the adoption of ASU 2024-03 will have on its consolidated financial statements and related disclosures.

In January 2025, the FASB issued ASU 2025-01 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.

Except as mentioned above, 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 consolidated balance sheets, statements of operations and comprehensive income and statements of cash flows.

INDUSTRY OVERVIEW

Certain information, including statistics and estimates, set forth in this section and elsewhere in this prospectus has been derived from research by company proprietary database and publicly available information. Therefore, investors are cautioned not to place any undue reliance on the information, including statistics and estimates, set forth in this section or similar information included elsewhere in this prospectus.

Market Overview

Based on services, the consulting service market is divided into strategy consulting, industry consulting, capital market consulting, ESG consulting, and technology consulting.

Strategic guidance is crucial in the consulting service market as it helps organizations navigate complex challenges, optimize operations, and achieve long-term goals. Our strategic guidance is a process of providing direction and clarity to help individuals or organizations achieve their goals, often by aligning actions with a broader strategic vision. With rapidly changing market dynamics, consultants provide critical insights and tailored strategies to enhance competitive advantage. They assist in identifying growth opportunities, improving organizational efficiency, and managing risks. Strategic guidance also involves aligning business practices with evolving industry standards and regulatory requirements. Moreover, consultants play a key role in driving innovation and digital transformation, ensuring businesses remain agile and resilient. Ultimately, strategic guidance fosters sustainable growth and profitability in a highly competitive landscape.

Based on enterprise size, the market is categorized into large enterprises and small and medium enterprises (“SMEs”). Large enterprises operate in numerous markets, manage complex supply chains, and employ a diverse staff. This complexity increases the demand for specialist consulting services across a wide range of areas including strategy, operations, and technology. Large firms have higher expenditures for professional services than smaller businesses, while SMEs constitute the high-growth long-tail segment.

Key Growth Drivers

Digital Transformation & Cloud Migration - Continuous technology refresh cycles and legacy-system modernization sustain double-digit growth in tech-consulting spend.

AI Adoption at Scale - Firms embed AI in service delivery; clients require guidance on governance, algorithmic risks and productivity gains.

Regulatory & ESG Pressures - New disclosure rules and accelerated green-finance flows compel corporates to engage ESG specialists for data, reporting and decarbonization road-maps.

Post-Pandemic Operating-Model Re-design - Hybrid work, resilient supply chains and cost-optimization programmes continue to generate demand for strategic and operational consulting engagements.

Industry Trends

Convergence of Strategy and Technology - Integrated mandates combining board-level strategy with deep digital execution.

Platform-Based Delivery - Subscription analytics portals, ESG data platforms and AI accelerators improve scalability and margins.

Talent & Capability Rebalancing - Firms reskill workforces around data science, sustainability and cyber, with major markets resuming aggressive hiring after covid cut-backs.

Competitive Landscape

The sector remains fragmented: while the Big Four, Accenture, McKinsey–Bain–BCG and tier-one IT vendors command significant revenue share, thousands of specialist boutiques address niches such as AI transformation, carbon accounting and sector-specific digital twins. Mid-sized firms with focused domain expertise leverage AI tooling to compete effectively without the cost base of mega-consultancies.

BUSINESS

Our Vision

To focus on enterprise growth consulting services, dedicated to safeguarding, connecting, and creating value for entrepreneurs.

Overview

We offer comprehensive growth consulting services, providing entrepreneurs and corporate clients worldwide with in-depth strategic insights and implementable solutions. Our mission is to safeguard their interests, foster valuable connections, and drive transformative value creation at every stage of their journey. Backed by extensive resources and a far-reaching international network, we offer end-to-end consulting services designed to address both macro-level strategy and precision execution. From visionary planning to operational excellence, we equip our clients with the tools and expertise needed to navigate complexity, seize opportunities, and achieve scalable, long-term success. Committed to partnership beyond transactions, we seek to build long-term partnerships with our clients, aligning with their goals to mitigate risks and unlock growth potential. Together, we turn ambition into enduring achievement.

The Company primarily generates revenue through the provision of consulting services. For the fiscal years ended April 30, 2025 and April 30, 2024, our total revenue was approximately $1.47 million and $0.02 million, respectively, and our net income attributable to our shareholders was approximately $1.03 million, million for the fiscal year ended April 30, 2025, and our net loss was approximately $0.09 million for the fiscal year ended April 30, 2024, respectively. The significant increase in our revenue and profitability in fiscal year 2025 was primarily attributable to securing several new, high-value consulting contracts with listed companies and their major shareholders.

Our Products and Services

1. Overview of Services and Core Value Proposition 

Service Philosophy: We are dedicated to providing highly professional and customized consulting services, empowering entrepreneurs to safeguard their interests, connect with strategic opportunities, and create enduring value in today’s dynamic markets. We focus on delivering comprehensive growth consulting solutions that span the entire lifecycle of enterprise development.

High-Value-Added Driven & High-Gross-Margin Model: Our core business model lies in delivering high-value-added and deeply customized consulting services. This model enables us to build long-term, trusting relationships with clients and command premium pricing commensurate with the value of our services, thereby consistently maintaining a high overall gross margin. For the fiscal years ended April 30, 2025 and 2024, our gross profit amounted to approximately $1,273,516 and $11,859, representing gross profit margins of approximately 86.48% and 48.68%, respectively. We believe the gross profit margin of approximately 86.48% for the fiscal year ended April 30, 2025, specifically reflects the market’s strong recognition and demand for our expertise and tailored solutions.

2. Customized Services: Our Cornerstone

Customization is Core: We do not offer standardized products or one-size-fits-all solutions. Every service provided by us begins with a deep understanding of the client’s unique challenges and opportunities, based on which we design exclusive, tailor-made consulting proposals. We believe that only a highly personalized approach can bring the most impactful transformation and sustainable growth to our clients.

Service Process: Our customized consulting services typically follow a four-step core process to ensure comprehensive support from diagnosis to implementation:

Value Realization: Our consulting services aim to solve complex problems for clients, enhance key performance indicators, and ultimately achieve their strategic objectives. Through our professional insights and actionable recommendations, clients can optimize decision-making, improve operational efficiency, effectively manage risks, and seize market opportunities. The value of our service outcomes is a key factor in clients’ willingness to pay for our customized solutions.

3. Two Core Service Areas

We provide integrated comprehensive consulting services, which can be categorized into two core areas that often complement each other to offer integrated solutions to clients.

(1) Strategic and Management Consulting (“SMC”):

(2) Technology Consulting and Software Development (“TCSD”):

Competitive Strengths

We believe the following core competitive strengths differentiate Barentsz Capital Limited in the competitive market and support our sustained growth and high gross margin performance:

1. Professional and Experienced Team

Our core competitiveness is rooted in a professional team. Our team of 13 professionals includes nearly all members holding post-graduate degrees with an average of over 9 years of experience in relevant industries. They have profound expertise in critical areas such as corporate strategy, finance and investment, software development, technological innovation, and data analytics, enabling us to provide clients with deep insights and forward-looking advice. We highly value the attraction, cultivation, and retention of talent, ensuring our team consistently maintains high-level professional standards and innovative capabilities, which is fundamental to our delivery of high-value customized services and resolution of complex client problems.

2. Strong Independent Research and Development Capabilities and Technology Empowerment

We possess robust independent R&D capabilities, treating technology as the cornerstone for enhancing the efficiency and depth of our consulting services. Through our self-built information systems, databases, and provision of customized development services, we are able to:

3. Customized Solutions and Cross-Disciplinary Integrated Service Capabilities

We focus on providing highly customized solutions to our clients, rather than standardized products. This allows us to deeply understand our clients’ unique needs and challenges, and design precisely tailored strategies and implementation pathways. This customization capability, combined with our cross-disciplinary integrated services, means we can not only address client issues within a single business segment but also provide systemic, comprehensive solutions covering corporate strategy, operations, technology, and even financial market operations. Our integrated, end-to-end service model, coupled with our focus on high-value-added projects, is a significant factor contributing to our high gross margin.

4. Large High-Value Client Base and Strong Client Attraction

We have successfully cultivated a client base of approximately 21 direct and indirect clients, comprising mature enterprises and high-growth companies with sophisticated demands as of April 30, 2025. A “direct client” is a customer that signs a service contract directly with us. An “indirect client” refers to a customer for whom we provide consulting services but who was engaged through a business relationship with a minority shareholder of our subsidiary, Premier ESG; in such cases, the service contract is not signed directly with our company. These indirect client relationships serve as a valuable channel for client acquisition.

Our business model is based on providing project-based strategic consulting services that are non-recurring in nature. Accordingly, revenue from a specific client project is not expected to recur after the engagement is complete. However, we believe we have earned our clients’ trust, which is evidenced by our ability to secure new and distinct follow-on projects from past clients and generate new business through client referrals. These long-term relationships not only provide a source of potential future revenue but also enhance our market influence through word-of-mouth, further solidifying our competitive position.

Business strategies

To continuously strengthen our market leadership, achieve sustainable high-quality growth, and consistently enhance shareholder value, we plan to implement the following key growth strategies:

Expand Client Base and Market Coverage

We will continue to adhere to a client acquisition strategy centered on high-value clients, focusing on serving mature enterprises and high-growth companies with sophisticated demands for strategic consulting and complex problem-solving. Geographically, we are strategically expanding our footprint across key global markets, with focused growth in Asia-Pacific hubs including Hong Kong, Singapore, Malaysia and Japan, while actively developing our presence in North America and other high-potential regions. This targeted expansion positions us to become the consulting partner of choice for premium enterprises across these dynamic markets. Concurrently, we will deepen our strategic collaborations with professional service institutions, by establishing close service relationships to effectively expand client acquisition channels and provide high-value consulting services to a broader client base. We will strategically allocate resources to comprehensively enhance Barentsz’s brand recognition and market influence, including participating in high-profile industry forums, publishing in-depth research reports, optimizing multi-channel digital marketing strategies, and establishing strategic media collaborations, all to solidify our leading position in the high-value consulting market.

Enhance and Expand Service Capabilities

We remain uncompromising in delivering bespoke, high-value consulting solutions that drive transformative impact. This involves continuously optimizing our existing service processes and methodologies, and based on a profound understanding of client needs and precise grasp of market trends, continuously expanding and deepening our current service offerings. We are committed to enhancing the breadth and depth of our services in strategic and management consulting, as well as technology consulting, to develop and provide more comprehensive and innovative solutions. This enables us to address clients’ evolving needs across every stage of their business lifecycle while maximizing the strategic value of our partnership.

Foster Innovation and Enhance Proprietary Capabilities

Innovation is a core driver of our competitive advantage. We will continuously invest resources to strengthen our independent R&D capabilities, leveraging technology to empower our consulting services. Core initiatives include utilizing self-developed databases and information systems to enhance data analysis capabilities and decision-making efficiency, and providing customized development services to clients. Our proprietary R&D breakthroughs will help us optimize consulting service delivery processes, improve the precision and operability of our solutions, and create deeper value for clients, ensuring that our consulting solutions remain at the forefront of the industry.

Explore Strategic Growth Opportunities

To accelerate our growth and consolidate our market position, we will actively assess and prudently evaluate potential investment, acquisition, and strategic collaboration opportunities. This includes acquiring new core technologies, expanding service scope, entering high-potential markets, or integrating high-quality talent teams through equity investments, asset acquisitions, or strategic alliances. We will focus on investment opportunities that offer synergistic effects with our core business and have the potential to bring high-value clients or advanced technological capabilities, thereby achieving rapid business expansion and deep extension of our value chain.

Enhance Operational Efficiency and Digital Management Level

We are committed to building and optimizing an integrated digital and information-based operational management platform. By leveraging advanced information technology and digital tools, we aim to enhance internal management efficiency, optimize client service experience, and accelerate project delivery processes. This includes implementing online collaboration platforms, deploying intelligent business management systems, and continuously optimizing data analysis and decision support tools. By deeply advancing digitalization and informatization, we will further streamline operating costs, improve resource utilization, and accelerate client response times, thereby supporting our business’s sustained growth and high-gross-margin model.

Our Customers

Our customers primarily and substantially include mature enterprises and high-growth companies with sophisticated demands for strategic consulting and complex problem-solving. These high-value clients are broadly distributed across Hong Kong, United States and Singapore. We strategically focus on providing customized business-to-business (“B2B”) consulting services. This enables us to establish deep, long-term relationships with our clients and, through their extensive business networks and successful case studies, effectively enhance our market influence and secure high-quality business referrals and new collaboration opportunities. Our engagements with clients are typically project-based and we do not have long-term committed contracts with our clients.

As of April 30, 2025, our direct and indirect client count has reached approximately 21 clients. Our client base demonstrates diversity in industry background and scale.

During the years ended April 30, 2025 and 2024, details of the clients accounting for 10% or more of total operating revenue are as follows:

Neither Client A, Client B, nor Client C is a related party of the Company.

Research and Development

We consistently adhere to a client-centric approach, leveraging our interdisciplinary technology team to focus on the deep integration of technology and industry scenarios. We continuously prioritize investment in R&D to drive business growth and enhance client value. For the fiscal years ended April 30, 2025 and 2024, our research and development expenditure were approximately $186,574 and *$nil, respectively. Our R&D expenditures were primarily allocated to employee benefits expense for our R&D staff, equipment procurement, and other related costs.

R&D Team and Capabilities: Our TCSD team comprises outstanding frontline programmers, data experts, and product managers within the industry, possessing solid technical backgrounds and extensive cross-industry experience. Our team members include seasoned professionals with years of experience in machine learning and data analytics, who have worked at internationally renowned financial institutions and world-leading technology companies, leading various deep learning, data mining, and large language model-based product development projects. The team also incorporates senior software engineers and data experts from reputable FinTech companies, holding Ph.D. degrees in financial engineering and also professional accounting qualifications, with profound expertise in software development and data analysis.

Key R&D Projects and Achievements: We have engaged in in-depth customized collaborations with several listed company clients. Our key R&D focus areas include intelligent personalized information push systems, industry news aggregation tools, and capital market hotspot monitoring models, some of which have been successfully deployed. As of the date of this prospectus, we have successfully undertaken and achieved the following significant R&D outcomes:

Our Employees

We have 13 employees including but not limited to full-time and part-time staff, as of April 30, 2025. All the employees are stationed in Hong Kong. The following table sets forth the number of our employees categorized by function as of April 30, 2025:

We consider that we have maintained a good relationship with our employees and have not experienced any significant disputes with our employees or any disruption to our operations due to any labor disputes. None of our employees are represented by a labor union or covered by a collective bargaining agreement. In addition, we have not experienced any difficulties in the recruitment and retention of experienced core staff or skilled personnel.

Our remuneration package includes salary and discretionary bonuses. In general, we determine employees’ salaries based on their qualifications, position and seniority. In order to attract and retain valuable employees, we review the performance of our employees annually, which will be considered in annual salary review and promotion appraisal. We provide a defined contribution to the Mandatory Provident Fund as required under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) for our eligible employees in Hong Kong.

Sales and Marketing

Our marketing strategy is centered on our high-value customized consulting services, aiming to efficiently acquire target clients, enhance brand influence, and deepen client relationships. We focus on precisely identifying and serving mature and high-growth companies with sophisticated demands for strategic consulting and complex problem-solving, particularly listed companies and their major shareholders.

Our new clients and projects primarily originate from the professional networks of our management and project execution team, as well as referrals from existing clients, professional parties, and relevant market participants in the various industries. Our systematic process for client acquisition involves several key steps:

We firmly believe that exceptional service quality is the best marketing tool; by creating significant value for clients, we achieve high-quality business referrals, making word-of-mouth a crucial driver for new client acquisition. Simultaneously, we actively participate in high-end industry forums, publish professional content, and optimize digital channels, thereby comprehensively enhancing brand recognition. Our close synergy with our strategic minority shareholder, leveraging their extensive financial services network, provides us with unique client referral advantages and business collaboration opportunities, further strengthening our market expansion capabilities.

Insurance

We maintain employees’ compensation insurance for our directors and employees at our office with QBE Hongkong & Shanghai Insurance Limited, which covers the liability to make payment in the case of death, injury or disability of all our employees under the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) and at common law for injuries sustained at work. We believe that our current insurance policies are sufficient for our operations. We do not carry any business interruption insurance, key-man life insurance, or third-party liability insurance for our operations, which could expose us to risks and potential losses.

Corporate Property

Property

As of the date of this prospectus, we lease premises as summarized below. The following table shows notable information for the properties the operating entities lease as of the date of this prospectus:

We believe the facilities the operating entities currently lease is adequate to meet their needs for the foreseeable future.

Intellectual Property

Our success depends in part on our ability to develop and protect our intellectual property. We rely on a combination of trade secrets, copyright laws, and contractual restrictions to protect our proprietary technology and consulting methodologies. As of the date of this prospectus, we have not registered any patents or trademarks.

Our proprietary software, such as the Barentsz ESG DataLab and the customized information push systems we develop for clients, are protected as trade secrets and through copyright law. Our agreements with employees and contractors include confidentiality and non-disclosure provisions to protect our proprietary information. While we take measures to protect our intellectual property, these measures may not be sufficient to prevent unauthorized use or disclosure.

As of the date of this prospectus, the Company has not been subject to any material disputes or claims for infringement upon third parties’ trademarks, licenses, and other intellectual property rights in Hong Kong.

Licenses and Permits

Apart from the business registration certificate and other company establishment permits, we do not believe we are required to have any additional permits or licenses to conduct our current business in Hong Kong.

Seasonality

Up to the date of this prospectus, we have not experienced any pronounced seasonality. However, our performance in a specific financial period may not necessarily represent the expected performance in other financial periods.

Information Privacy

While our core business activities are B2B and do not involve the direct collection of sensitive personal data from the general public, in the ordinary course of business, we collect and store business contact information of our clients, partners, and other professional contacts. This information may be considered personally identifiable information (“PII”) under certain data protection laws. We have implemented measures to protect the security of this information, but we cannot guarantee that our security measures will be sufficient to prevent unauthorized access or disclosure.

Legal Proceedings

We are currently not aware of any legal proceedings or claims that we believe will have a material adverse effect on our business or financial condition. However, we may be subject to various claims and legal actions arising in the ordinary course of business from time to time. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including management’s time and attention.

REGULATIONS

This section sets forth a summary of the most significant rules and regulations that affect our business activities in Hong Kong.

Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) (the ‘‘BRO’’)

Under the BRO, every company or individual who carries on a business in Hong Kong is required to apply for a business registration certificate from the Inland Revenue Department within one month from the date of commencement of the business, and to display a valid business registration certificate at the place of business. Business registration does not serve to regulate business activities and it is not a license to trade. Business registration serves to notify the Inland Revenue Department of Hong Kong of the establishment of a business in Hong Kong. Business registration certificate will be issued on submission of the necessary document(s) together with payment of the relevant fee and is renewable every year or every three years (if business operators elect for issuance of business registration certificate that is valid for three years). Any person who fails to apply for business registration shall be guilty of an offence and shall be liable to a fine of HK$5,000 and to imprisonment for one year.

Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong) (“PDPO”)

The PDPO imposes a statutory duty on data users to comply with the requirements of the six data protection principles (“Data Protection Principles”) contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall not do an act, or engage in practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are:

Non-compliance with a Data Protection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (“Privacy Commissioner”). The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/ or instigate prosecution actions. A data user who contravenes an enforcement notice commits an offense which may lead to a fine and imprisonment.

The PDPO also gives data subjects certain rights, inter alia:

The PDPO criminalizes, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, noncompliance with a data access request and the unauthorized disclosure of the right to request correction of any data they consider to be inaccurate.

Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (“EO”)

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

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

The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) is an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment. As stipulated by the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth Schedule of the ECO, the insured amount shall be not less than HKD100,000,000 (approximately $12,900,000) per event if a company has no more than 200 employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed.

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

The Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) is an ordinance enacted for the purposes of providing for the establishment of non-governmental mandatory provident fund schemes, or the MPF Schemes. The MPFSO requires every employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes a member of a registered MPF Scheme. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute 5% of the employees’ relevant income to the MPF Scheme. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment.

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

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

Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) (‘‘MWO’’)

The current MWO provides for a prescribed minimum hourly wage rate (currently set at HK$42.1 per hour) during the wage period for every employee engaged under a contract of employment under the EO. Any provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee by the MWO is void.

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

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

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

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

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

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

United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of the Laws of Hong Kong) (“UNATMO”)

The UNATMO provides that it is a criminal offence to: (i) provide or collect funds (by any means, directly or indirectly) with the intention or knowledge that the funds will be used to commit, in whole or in part, one or more terrorist acts; or (ii) make any funds or financial (or related) services available, directly or indirectly, to or for the benefit of a person knowing that, or being reckless as to whether, such person is a terrorist or terrorist associate. The UNATMO also requires a person to report his knowledge or suspicion of terrorist property to an authorized officer, and failure to make such disclosure constitutes an offence under the UNATMO.

Guidelines issued by the SFC