As filed with the Securities and Exchange Committee on September 11, 2025

Registration No. 333-289934

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

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Amendment No. 1
To
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Billion Group Holdings Limited
(Exact Name of Registrant as Specified in its Charter)

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

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Unit 502, 20-20A,
Chung Ying Building,
Connaught Road West,
Sheung Wan, Hong Kong
+852 3568 7452
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Concord & Sage PC
1360 Valley Vista Dr Suite 140
Diamond Bar, CA 91765
929-989-7572
(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:

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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.

Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See the section entitled “Risk Factors” starting on page 13 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Ordinary Shares.

Investors in this Offering are not purchasing equity securities of the Hong Kong Operating Subsidiary, Billion Enterprise International Limited. Instead, they are purchasing Ordinary Shares of Billion Group Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability which is the parent company of Billion Enterprise International Limited. Such a structure involves unique risks to investors in this Offering. Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. For a detailed description, see “Risk Factors — Risks Related to our Ordinary Shares and this Offering” on page 30 of this prospectus and “Risks Related to Doing Business in Hong Kong” on page 13 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 Being an Emerging Growth Company” and “Risk Factors” on pages 9 and 13, respectively.

Upon the completion of this Offering, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules because our controlling shareholder, which refers to a person or entity that (i) holds more than 50% of the total voting power of the issuer’s outstanding shares, or (ii) possesses de facto control over the issuer’s management or corporate policies through contractual arrangements, board representation, concentrated voting power or other governance mechanisms, will own 62.6% of our total issued and outstanding Ordinary Shares, representing 62.6% 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 listing 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 nomination compensation committees might not consist entirely of independent directors.

We are not, and our Operating Subsidiary, namely Billion Enterprise International Limited is not, a Chinese operating company. We hold 100% equity interests in our Operating Subsidiary in Hong Kong, and do not use a variable interest entity (“VIE”) structure. None of our business, operations or subsidiary is located in Mainland China and the Company is not a Chinese operating company. Furthermore, none of our suppliers are in Mainland China. Because all of our operations are in Hong Kong, a special administrative region of China, our business is subject to the complex and rapidly evolving laws and regulations there.

To the extent cash or assets in the business are 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 you or your subsidiaries by the PRC government to transfer cash or assets. For a detailed description, see “Risk Factors — Risks Related to Doing Business in Hong Kong — 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 and may at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China and Hong Kong-based issuers, which could result in a material change in our operations and/or the value of the securities you are registering for sale. Our Operating Subsidiaries 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 Ordinary Shares. Furthermore, the changes in the policies, regulations, rules, and the enforcement of laws of the PRC may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.” on page 13 of this prospectus. The Company currently has no express cash management policies that dictate how such funds are transferred. The majority of our historical clients were based in Hong Kong and our advertising market is in Hong Kong, none of our business, operations or subsidiary is located in Mainland China and the Company is not a Chinese operating company. Nor do we intend to set up any subsidiary in Mainland China or enter into any contractual arrangements to establish a VIE structure in Mainland China. Furthermore, none of our suppliers are in Mainland 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, or may exert more control over offerings conducted overseas and/or foreign investment in China and Hong Kong-based issuers, which could result in a material change

in our operations and/or the value of the securities you are registering for sale. See “Risk Factors — Risks Related to Doing Business in Hong Kong — All of our operations are in Hong Kong, a special administrative region of China, our business is subject to the complex and rapidly evolving laws and regulations there. 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, or may exert more control over offerings conducted overseas and/or foreign investment in China and Hong Kong-based issuers, which could result in a material change in our operations and/or the value of the securities you are registering for sale. Our Operating Subsidiaries 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 Ordinary Shares. Furthermore, the changes in the policies, regulations, rules, and the enforcement of laws of the PRC may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.” on page 13 of the prospectus. Because the Basic Law, which is a national law of the PRC and a 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”, we do not believe we or our subsidiary Billion Enterprise International Limited 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. There are also risks that the Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas, and/or foreign investment in China and Hong Kong-based issuers, which could result in a material change in our operations or the value of the securities you are registering for sale.

If there is a significant change to current political arrangements between Mainland China and Hong Kong, companies operating in Hong Kong may face similar regulatory risks as those operating in Mainland China, including material changes in the company’s operations or the value of the securities being registered 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.

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 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 China and 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 Related to Doing Business in Hong Kong — Our business, financial conditions and results of operations, and/or the value of our Ordinary Shares or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future laws and regulations of Mainland China which may become applicable to Hong Kong and thus to a company such as us.” on page 14 of the prospectus and “Risk Factors — Risks Related to Doing Business in Hong Kong — The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. If we were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we would not be able to continue listing on U.S. exchanges and the value of our Ordinary Shares may significantly decline or be worthless, which would materially affect the interest of the investors” on page 15 of the prospectus.

Any changes in the political and economic policies of the PRC government or 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 Related to Doing Business in Hong Kong — Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.” on page 20 of the prospectus.

Our Hong Kong counsel, SH Wong & Co, has rendered its opinion 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 Ordinary Shares to foreign investors; and (2) are not subject to permission requirements from the China Securities Regulatory Commission (the “CSRC”), including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) effected on March 31, 2023, the Cyberspace Administration of China (the “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’s operating subsidiary is located in Hong Kong, (2) we and our subsidiary 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 — The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. If we were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we would not be able to continue listing on U.S. exchanges and the value of our Ordinary Shares may significantly decline or be worthless, which would materially affect the interest of the investors.” on page 15 of the prospectus.

Our Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act, as amended in 2022, which reduced the consecutive non-inspection period to two years, if the PCAOB is unable to inspect our auditors for two consecutive years. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. The Holding Foreign Companies Accountable Act (“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 (the “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 registered public accounting firm, AssentSure PAC is not headquartered in Mainland China or Hong Kong and was not identified in the 2021 Determination Report as a firm subject to the PCAOB’s determination. AssentSure PAC is headquartered in Singapore, is registered with the PCAOB, and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess AssentSure PAC’s compliance with applicable professional standards.

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 (the “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 successful 2024 inspection of Assentsure PAC demonstrates ongoing compliance with PCAOB requirements, 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 Related to Doing Business in Hong Kong — Although the audit report included in this prospectus was issued by U.S. auditors who are currently inspected by the PCAOB, if it is later determined that the PCAOB is unable to inspect or investigate the Company’s auditor completely, investors would be deprived of the benefits of such inspection and the Ordinary Shares may be delisted or prohibited from trading.”

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”) and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “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 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 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 Related to our Ordinary Shares and this Offering — Our Ordinary Shares may be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors. The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, the Consolidated Appropriations Act, 2023, enacted on December 29, 2022 amends the HFCA Act and requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.” on page 38 of the prospectus.

HK taxation and PRC impacts

As Billion Group Holdings Limited is a holding company with no business operation and its principal operating subsidiary is Billion Enterprise International Limited which operates 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 the PRC. 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 44 and “Risks Related to Doing Business in Hong Kong” on page 13 for additional details.

Billion Group Holdings Limited is permitted under the laws of the Cayman Islands to provide funding to our subsidiary Billion Enterprise International Limited through loans or capital contributions without restrictions on the amount of the funds. There are no restrictions or limitations under the laws of the Cayman on Billion Group Holdings Limited’s ability to distribute earnings from its businesses, including subsidiaries, to U.S. investors. Billion Group Holdings Limited is permitted under the laws of Hong Kong to provide funding to Billion Enterprise International Limited through dividend distribution without restrictions on the amount of the funds. Both Billion Group Holdings Limited and Billion Enterprise International Limited currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Neither Billion Group Holdings Limited nor its subsidiary has any dividend payout policy, and each entity needs to comply with applicable laws or regulations with respect to transfer of funds, dividends and distributions with other entities. 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 subject to the restrictions contained in any future financing instruments.

Please see “Risk Factors” beginning on page 13 of this prospectus for additional information.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page 9 of this prospectus for more information.

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.

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 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 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 Ordinary Shares and the distribution of this prospectus outside the United States.

Neither we nor 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.

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 through our subsidiaries in Hong Kong and we do not operate in Mainland China, Macau, or Taiwan. Our combined financial statements are presented in U.S. dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our combined financial statements in U.S. dollars. These dollar references are based on the exchange rate of HKD 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).

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,” “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:

•        changes in political, social and economic conditions, the regulatory environment, laws and regulations and interpretation thereof in the jurisdictions where we conduct business or expect to conduct business;

•        the risk that we may be unable to realize our anticipated growth strategies and expected internal growth;

•        changes in the availability and cost of professional staff which we require to operate our business;

•        changes in customers’ preferences and needs;

•        changes in competitive conditions and our ability to compete under such conditions;

•        changes in our future capital needs and the availability of financing and capital to fund such needs;

•        changes in currency exchange rates or interest rates;

•        projections of revenue, profits, earnings, capital structure and other financial items;

•        changes in our plan to enter into certain new business sectors; and

•        other factors beyond our control.

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 reports. This prospectus contains statistical data and estimates issued by Frost & Sullivan, a research firm, in connection with this Offering, for which we paid a fee. This information involves a number of assumptions and limitations, and you are cautioned not to place undue reliance on these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry reports. While we believe that the information from these industry publications, surveys and studies are 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$,” “USD$,” “$” 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.

RISK FACTORS

01-Risks Related to Doing Business in Hong Kong

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 and may intervene or influence our operations, at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China and Hong Kong-based issuers, which could result in a material change in our operations and/or the value of the securities you are registering for sale. Our Operating Subsidiaries 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 Ordinary Shares. Furthermore, the changes in the policies, regulations, rules, and the enforcement of laws of the PRC may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

Our operating subsidiary is located and operates its business in Hong Kong, a special administrative region of the PRC. The operating subsidiary does not have operations in Mainland China and is not regulated by any regulator in Mainland China. As a result, the laws and regulations of Mainland China do not currently have any material impact on our business, financial condition and results of operation. Furthermore, except for the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (“Basic Law”), national laws of Mainland China do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

However, due to long arm provisions under the current Mainland China laws and regulations, there remains regulatory and legal uncertainty with respect to the implementation of laws and regulations of Mainland China to 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 the operation of our operating subsidiary 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.

Given the substantial operations of our operating subsidiary in Hong Kong and the PRC government may exercise significant oversight over the conduct of business in Hong Kong, in the event that we or our Hong Kong operating subsidiary were to become subject to the laws and regulations of Mainland China, the legal and operational risks associated with Mainland China may also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the legal system in Mainland China, complex and evolving Mainland China laws and regulations, and as to whether and how the recent PRC government statements and regulatory actions by China’s government, such as those relating to the use of variable interest entities and data and cyberspace security and anti-monopoly concerns, have or may impact the Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. These risks could result in a material change in the Company’s operations and/or the value of the securities of the Company is 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. For a detailed description, see “Risk Factors — The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. If we were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we would not be able to continue listing on U.S. exchanges and the value of our Ordinary Shares may significantly decline or be worthless, which would materially affect the interest of the investors.” on page 15 of this prospectus, and “Risk Factors — Our business, financial conditions and results of operations, and/or the value of our Ordinary Shares or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future laws and regulations of Mainland China which may become applicable to Hong Kong and thus to a company such as us.” on page 14 of this prospectus.

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 operating subsidiary’s operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China and Hong Kong-based issuers, which could result in a material change in our operations and/or the value of the securities you are registering for sale. For a detailed description, see the disclosure under the caption “Investing in our Ordinary

Shares involves a high degree of risk, including the risk of losing your entire investment. See the section entitled “Risk Factors” starting on page 13 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Ordinary Shares.” Under the cover page of this prospectus. Moreover, there are substantial uncertainties regarding the interpretation and application of Mainland China laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

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:

•        delay or impede our development;

•        result in negative publicity or increase our operating costs;

•        require significant management time and attention;

•        cause devaluation of our securities or delisting; and,

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

Our business, financial conditions and results of operations, and/or the value of our Ordinary Shares or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future laws and regulations of Mainland China which may become applicable to Hong Kong and thus to a company such as us.

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 variable interest entity 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. Our operating subsidiary is located and operates in Hong Kong, a special administrative region of the PRC. As of the date of this prospectus, the PRC government currently does not exert direct influence and discretion over the manner in which we conduct our business activities in Hong Kong, outside of Mainland China. Based on our understanding of the Mainland China laws and regulations currently in effect as of the date of this prospectus, as our operating subsidiary is 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. It remains uncertain as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offering and other capital markets activities and due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future, it remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our operating subsidiary located in Hong Kong. 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 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 China and 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.

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

Billion Group Holdings Limited is a holding company incorporated in the Cayman Islands with no material operations of its own. As a holding company with no material operations of its own, Billion Group Holdings Limited conducts its operations in Hong Kong through its subsidiary, Billion Enterprise International Limited, our operating subsidiary incorporated in Hong Kong. The Ordinary Shares offered in this offering are shares of Billion Group Holdings Limited, the Cayman Islands holding company, instead of shares of our Hong Kong subsidiary. Investors in this offering will not directly hold equity interests in the Hong Kong subsidiary.

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. If we were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we would not be able to continue listing on U.S. exchanges and the value of our Ordinary Shares may significantly decline or be worthless, which would materially affect the interest of the investors.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in Hong Kong may be indirectly influenced by changes in PRC laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. Although we are not directly subject to certain Chinese regulatory requirements and inspections, we may still be indirectly affected. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part or our supplier’s part to ensure compliance with such regulations or interpretations.

For example, the Chinese cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the Company’s app be removed from smartphone app stores.

As such, the Company’s business may be subject to various government and regulatory interference. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Chinese government may intervene or influence our operations at any time with little advance notice, which could result in a material change in our operations and in the value of our Ordinary Shares. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China and 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.

Furthermore, it is uncertain when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from any of the PRC central or local governments to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry. As a result, our 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 list on the U.S. exchange in the future.

Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us and limit the legal protections available to you and us.

The Hong Kong subsidiary was formed under and is governed by the laws of Hong Kong, however, we may be subject to the uncertainties of the legal system. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general, such as foreign investment, corporate organization and governance, commerce, taxation and trade. As a significant part of our business is conducted in Hong Kong, our operations may be governed by PRC laws and regulations. However, since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to

us. In addition, some regulatory requirements issued by certain PRC government authorities may not be consistently applied by other PRC government authorities (including local government authorities), thus making strict compliance with all regulatory requirements impractical, or in some circumstances impossible. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative and court authorities have discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to predict the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effects. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.

Furthermore, if China adopts more stringent standards with respect to environmental protection or corporate social responsibilities, we may incur increased compliance costs or become subject to additional restrictions in our operations. Intellectual property rights and confidentiality protections in China may also not be as effective as in the United States or other countries. In addition, we cannot predict the effects of future developments in the PRC legal system on our business operations, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof. These uncertainties could limit the legal protections available to us and our investors, including you. Moreover, any litigation in China may be protracted and result in substantial costs and diversion of our resources and management attention.

The approval of the China Securities Regulatory Commission is not required in connection with this offering, but we cannot guarantee that it will not be required in the future.

On December 24, 2021, the CSRC released the Draft Administrative Provisions and the Draft Filing Measures, both of which had a comment period that expired on January 23, 2022. The Draft Administrative Provisions and Draft Filing Measures regulate the administrative system, record-filing management, and other related rules in respect of the direct or indirect overseas issuance of listed and traded securities by “domestic enterprises”. The Draft Administrative Provisions specify that the CSRC has regulatory authority over the “overseas securities offering and listing by domestic enterprises”, and requires “domestic enterprises” to complete filing procedures with the CSRC if they wish to list overseas. On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC; any failure to comply with such filling procedures may result in administrative penalties, such as an order to rectify, warnings, and fines. On February 24, 2023, the CSRC published Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises. In the overseas listing activities of domestic companies, as well as securities companies and securities service institutions providing relevant securities services thereof, should establish a sound system of confidentiality and archival work, shall not disclose state secrets, or harm the state and public interests.

Under the Trial Measures and the Guidance Rules and Notice on Filing Management Arrangements for Overseas Listings of Domestic Enterprises published by CSRC on February 17, 2023, Chinese domestic companies conducting overseas securities offering and listing activities, either in direct or indirect form, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings or listing application. The companies that have already been listed on overseas stock exchanges or have obtained approval from overseas supervision administrations or stock exchanges for their offering and listing and will complete their overseas offering and listing prior to September 30, 2023, are not required to make immediate filings for its listing yet need to make filings for subsequent offerings in accordance with the Trial Measures. Companies that have already submitted an application for an initial public offering to overseas supervision administrations prior to the effective date of the Trial Measures but have not yet obtained approval from overseas supervision administrations or stock exchanges for the offering and listing, may arrange for the filing within a reasonable time period and shall complete the filing procedure before such companies’ overseas issuance and listing.

We understand that as of the date of this prospectus, the Company has no operations in China and is not required to complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures. While the Company has no current operations in China, should we have any future operations in China and should we (i) fail to receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. While the Company has no current operations in China, should we have any future operations in 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 Ordinary Shares. We may be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our Ordinary Shares. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any action taken by the PRC government could significantly limit or completely hinder our operations in the PRC and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Based on the opinion of our Hong Kong counsel, SH Wong & Co, that the Company and its subsidiaries currently have no material operations in the PRC, the Management understands that as of the date of this prospectus, the Company is not required to obtain any permissions or approvals from PRC authorities before listing in the U.S. and to issue our Ordinary Shares to foreign investors, including the Cyberspace Administration of China (the “CAC”) or the China Securities Regulatory Commission (the “CSRC”) or any other governmental agency because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation; and (ii) the Company operates in Hong Kong and is not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC or any other governmental agency. We also understand that our Hong Kong subsidiary is not required to obtain any permissions or approvals from any Chinese authorities to operate their businesses as of the date of this prospectus. No permissions or approvals have been applied for by the Company or denied by any relevant authorities. However, uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future.

In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC or if applicable laws, regulations or interpretations change and our subsidiary is required to obtain such permissions or approvals, (ii) any of our subsidiaries inadvertently concludes that relevant permissions or approvals were not required or (iii) any of our subsidiaries did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of our securities to significantly decline or be 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, or the “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 China Securities Regulatory Commission, or CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In addition, on December 24, 2021, the CSRC released the Administrative Regulations of the State Council Concerning the Oversea Issuance of Security and Listing by Domestic Enterprise (Draft for Comments) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments), for public opinion, and if they become law, will require Mainland China-based companies applying to list on overseas exchanges to report and file certain documents with the CSRC within three (3) working days after making initial applications with overseas security exchanges for initial public offerings and listings. On February 17, 2023, with the approval of

the State Council, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which will come into effect on March 31, 2023. According to the Trial Measures, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfil the filing procedure and report relevant information to the CSRC; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited combined financial statements for the same period; (ii) its major operational activities are carried out in Mainland China or its main places of business are located in Mainland China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in Mainland China; and (3) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for initial public offering and listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted.

Billion Group Holdings Limited is a holding company incorporated in the Cayman Islands with its operating subsidiary based in Hong Kong, as of the date of this prospectus, we have no subsidiary, variable interest entity (“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 our chief executive officer, chief financial officer and all members of the board of directors of Billion Group Holdings Limited being based in Hong Kong are not Mainland China citizens and all of our revenues and profits are generated by our subsidiaries in Hong Kong. Moreover, pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). 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 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 rely on the opinion of our Hong Kong legal counsel, SH Wong & Co, that we are not required to obtain permission or approval from Hong Kong authorities to offer the securities being registered to foreign investors. Should there be any change in applicable laws, regulations, or interpretations, and we or any of our subsidiaries are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations.

Based on our understanding of the PRC laws and regulations currently in effect, as of the date of this prospectus, neither we nor any of our subsidiaries, are subject to the M&A Rules, the Trial Measures, or the regulations or policies that have been issued by the CSRC as of the date of this prospectus, nor are we currently covered by permission requirements from the CSRC or any other PRC governmental agency that is required to approve our listing on the U.S. exchanges and offering securities. 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 any of our subsidiaries have ever applied for any such permission or approval, as we currently are not subject to the M&A Rules. However, if there is significant change to current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is denied permission from Mainland China or Hong Kong authorities, we will not be able to list our Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Ordinary Shares significantly decline or be worthless.

Compliance with Hong Kong’s Competition Ordinance and any such other existing or future competition laws, regulations and governmental orders may entail significant expenses and could materially affect our business.

We operate in a competitive industry and a highly competitive market. We may be subject to a variety of laws and other obligations regarding competition law in Hong Kong, 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. We face significant competition in the market due to a large number of goods and service providers. We may be subject to the Competition Ordinance (Chapter 619 of the Laws of Hong Kong) (“Competition Ordinance”), which came into force on December 14, 2015, which laid down three forms of behavior and imposes three rules which are intended to prevent and discourage anti-competitive conduct: (i) the first conduct rule prohibits agreements between undertakings that have the object or effect of preventing, restricting and distorting competition in Hong Kong; (ii) the second conduct rule prohibits undertakings with a substantial degree of market power in a market from abusing that power by engaging in conduct that has the object or effect of preventing, restricting and distorting competition in Hong Kong; and (iii) the merger rule prohibits mergers that have or are likely to have the effect of substantially lessening competition in Hong Kong.

The Competition Commission is a statutory body in Hong Kong established to investigate any contravention against and enforce the provisions of the Competition Ordinance, and the Competition Tribunal is a tribunal set up under the Competition Ordinance, as part of Hong Kong judiciary, to hear and decide cases connected with competition law in Hong Kong. Under the guidelines and policies published by the Competition Commission, possible outcomes of investigation of contravention of the Competition Ordinance may include the acceptance of commitment given by the infringer, the issuing of warning notice or infringement notice, commencement of proceedings in the Competition Tribunal, applying for consent order, referral of complaint to a government agency and the conduct of a market study. The Competition Tribunal may order remedies including pecuniary penalty, disqualification or other order under the Competition Ordinance. The guidelines and policies published by the Competition Commission in Hong Kong did not mention any remedies which may impact the Company’s ability to accept foreign investment or list on a U.S./foreign exchange as a result of the non-compliance of the Competition Ordinance.

The Company confirms we have not adopted any anti-competitive conduct described in the Competition Ordinance and will continue to act in compliance with the Competition Ordinance. However, there may be uncertainties on the full effect of the rules in respect of compliance, infringement, and its effect on our business. We may face difficulties and may need to incur legal costs in ensuring our compliance with the rules. If we face any complaints of infringement of the Competition Ordinance, we may incur substantial legal costs and may result in business disruption and/or negative media coverage, which could adversely affect our business, results of operations and reputation.

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

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 pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

Changes and the downturn in the economic, political, or social conditions of Hong Kong, Mainland China and other countries or changes to the government policies of Hong Kong and Mainland China could have a material adverse effect on our business and operations.

Our operations are located in Hong Kong. Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in Hong Kong and Mainland China generally. Economic conditions in Hong Kong are sensitive to Mainland China and the global economic conditions. Any major changes to Hong Kong’s social and political landscape will have a material impact on our business.

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

Furthermore, on July 14, 2020, the President of the U.S., Mr. Donald Trump, signed the Hong Kong Autonomy Act and an executive order to remove the preferential trade status of Hong Kong, pursuant to § 202 of the United States-Hong Kong Policy Act of 1992. The U.S. government has determined that Hong Kong is no longer sufficiently autonomous to justify preferential treatment in relation to the PRC, especially with the issuance of the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) on July 1, 2020. Hong Kong will now be treated as Mainland China, in terms of visa application, academic exchange, tariffs and trading, etc. According to § 3(c) of the executive order issued on July 14, 2020, the license exception for exports and re-exports to Hong Kong and transfer within the PRC is revoked, while exports of defense items are banned. On the other hand, the existing punitive tariffs the U.S. imposed on Mainland China will also affect Hong Kong exports. Since February 2025, the U.S. administration has imposed a 10% tariff on goods exported directly from Hong Kong, while simultaneously raising tariffs on Chinese imports to 125%. On April 9, 2025, China responded by increasing levies on U.S. imports to 84%. Although Hong Kong retains independent customs status under “One Country, Two Systems,” the U.S. tariff measures now explicitly apply to Hong Kong-origin products, directly impacting our operations as a distributor of premium perishable goods. Currency volatility, capital flow disruptions, and tightening liquidity conditions in international markets could depress discretionary spending among high-net-worth consumers and luxury hospitality clients, reducing demand for premium products such as Wagyu beef and high-end seafood. Hong Kong’s role as a financial and logistics hub amplifies these risks. Prolonged trade tensions may erode investor confidence in Asia-Pacific markets, leading to capital flight from emerging economies. Although we maintain no direct exposure to U.S.-China cross-border trade, broader market perceptions of geopolitical risks could disproportionately impact investor confidence in Hong Kong-based enterprises. A sustained decline in global risk appetite could suppress the valuations of Hong Kong-listed equities, limiting our capacity to secure growth capital or execute strategic acquisitions. Furthermore, exchange rate fluctuations driven by trade policy instability might inflate procurement costs for imported goods or compress margins on foreign currency-denominated sales.

Losing its special status, Hong Kong’s competitiveness as a food trading hub may deteriorate in the future as its tax benefits as a result of preferential situation no longer exist and companies might prefer exporting through other cities. The level of activities of domestic exports and re-exports and other trading activities in Hong Kong may decline owing to the tariff being imposed on Hong Kong exports and the export restriction. In the event that Hong Kong loses its position as a food trading hub in Asia, the demand for food export or re-export from Hong Kong and thus our business, financial conditions and results of operations, may be adversely affected. According to the Hong Kong Policy Act Report issued by the Department of State in 2021, 2022 and 2023, since July 2020, the suspension of an agreement concerning surrender of fugitive offenders and the termination of an agreement concerning transfer of sentenced persons and an agreement concerning certain reciprocal tax exemptions, there were no terminations pursuant to § 202(d) of the United States-Hong Kong Policy Act of 1992 or determinations under § 201(b) up to the date of this registration statement. The executive order to remove the preferential trade status of Hong Kong remains in effect. Since July 2020 and as of the date of this registration statement, the removal of the preferential trade status of Hong Kong has not had a material impact on our business and operations.

Additionally, the outbreak of war in Ukraine in 2022 has already affected global economic markets, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s recent military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial conditions, liquidity and business outlook of our business.

02-Risks Relating to Our Business and Industry

We are subject to risks and uncertainties associated with operating in a rapidly developing and evolving industry. Our limited operating history makes it difficult to evaluate our business and prospects.

We established our food business in Hong Kong in 2015 and have subsequently experienced rapid growth. We expect we will continue to expand as global market presence, broaden our product portfolio, 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 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:

•        our ability to maintain, expand and further develop our relationships with customers;

•        our ability to introduce and manage new products in response to changes in customer demographics and consumer tastes and preferences;

•        the continued growth and development of the food industry;

•        our ability to maintain the quality of our products;

•        our ability to effectively manage our growth;

•        our ability to compete effectively with our competitors in the food industry; and

•        our ability to attract and retain qualified and skilled employees.

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 is affected by the quality and quantity of the products supplied by our suppliers, over which we have no direct control.

Our ability to maintain product integrity and customer satisfaction is directly dependent on suppliers’ adherence to ethical sourcing, handling, and storage standards for high-end ingredients such as Wagyu beef, sea cucumber, abalone, and fine wines and spirits.

All of our suppliers are from Hong Kong. The geographic concentration of our suppliers exposes us to operational risks beyond our control, including port congestion, regulatory changes, or extreme weather events, which could disrupt shipments or increase costs. We do not control our suppliers’ practices and cannot guarantee their compliance with evolving food safety regulations or certification requirements. Any quality deficiencies, even attributable to suppliers, may damage our reputation among B2B clients, leading to reduced demand, pricing pressures, or loss of certifications critical to our premium market positioning.

We have a high dependency on our primary supplier — Draco Catering Management Limited (“Supplier A”), a food-and-beverage management company incorporated in Hong Kong. If our primary supplier terminates our business relationship, it may have a material adverse impact on our operating results. We are actively taking measures to reduce our reliance on this single supplier, including expanding new supplier channels and optimizing our purchasing strategy. However, there is no guarantee that these measures will entirely eliminate the risk of dependency on a single supplier. If our relationship with our primary supplier changes in the future, we may encounter unstable raw material supply and cost increases, which in turn could affect our profitability.

Our operations are critically reliant on a limited number of suppliers.

Our operations are critically reliant on a limited number of suppliers, with our top five suppliers collectively accounting for approximately 99.90% of our total purchases in the fiscal year ended December 31, 2023, and 100.00% in the fiscal year ended December 31, 2024, including one primary supplier — Supplier A, representing approximately 57.40% of our total purchases in 2024. Supplier A was the largest supplier of the Group for the years ended December 31, 2024 and 2023. In 2024, 87.0% of frozen food, our most popular product, was purchased from Supplier A. This significant concentration exposes us to substantial risks: any disruption in the operations of these key suppliers, whether due to unforeseen events, quality control issues, or changes in their commercial terms, could severely impede our ability to procure essential products, leading to inventory shortages, delayed deliveries, potential increases in procurement costs, and an inability to meet customer demand, all of which could materially and adversely affect our revenue, financial condition, and operational results.

While we continuously monitor our supplier relationships and seek to diversify our supplier base where strategically feasible, our current high reliance on a limited number of suppliers means that any adverse development concerning these key relationships or their operational capabilities could have a material detrimental effect on our business and prospects.

Our profitability is highly susceptible to increases in the market prices of raw materials.

As a distributor of globally scarce high-end ingredients, our operating margins are directly impacted by fluctuations in procurement costs driven by supply shortages, geopolitical disruptions, climatic events, or shifts in global demand. We lack control over production processes and cannot mitigate rising input costs through operational efficiencies. Fixed-price contracts with B2B clients, coupled with competitive pricing pressures in the luxury food market, may limit our ability to pass cost increases to customers. Sustained price escalation could materially reduce our gross margins and strain relationships with high-net-worth customers and luxury retail channels. We cannot assure that our hedging mechanisms or supplier negotiations will adequately offset these risks.

Product contamination and the failure to maintain food safety and consistent quality could have a material and adverse effect on our brand, business and financial performance.

Food safety and quality control are of paramount importance to our reputation and business, and we face an inherent risk of food contamination and liability claims. To ensure food safety and quality, we have established a comprehensive set of standards and requirements covering each facet of our supply chain, ranging from procurement, logistics and warehousing to packaging. However, due to the rapid growth in scale of our operations, there is no assurance that our quality control systems will prove to be effective at all times, or that we can identify any defects in our quality control systems in a timely manner.

Our reliance on third-party suppliers and logistics partners introduces risks beyond our direct oversight. While we mandate compliance with food safety standards through contractual agreements and audits, we exercise no control over their day-to-day operations, facilities, or personnel. Supplier negligence, such as failures to maintain hygienic conditions, mishandling during transportation including temperature deviations, or deliberate tampering may compromise product integrity, leading to contamination by pathogens, chemical residues, or adulteration. These risks persist despite our quality assurance protocols and may materialize at any stage of the supply chain.

We may be subject to significant liability in the jurisdictions in which our products are sold if the consumption of any of our products causes injury, illness, or death. Such liability may result from proceedings filed by consumer agencies, and individual consumers. We may have to pay significant damages. Adverse publicity concerning any perceived or real health risk associated with our products could also cause customers to lose confidence in the safety and quality of our food products, which could adversely affect our ability to sell our products. We could also be adversely affected by perceived or real health risks associated with similar products produced by others to the extent that such risks cause customers to lose confidence in the safety and quality of such products generally.

Our operations may be adversely affected by disruptions in logistics services or mishandling of products by third-party logistics providers.

We rely on third-party logistics partners to deliver premium food products, including Wagyu beef, sea cucumber, abalone, fish maw, and high-end red wine, to our warehouses and B2B clients. The integrity of these perishable products, which often require temperature-controlled transportation and strict handling protocols, is critical to maintaining their quality and shelf life. Any delays, temperature deviations, or physical damage during transit could compromise product freshness, leading to spoilage, customer rejections, or contractual penalties. While we enforce service-level agreements with logistics providers, contractual remedies may not fully offset losses from reputational harm or client attrition, particularly in jurisdictions with limited legal recourse.

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

The industry is highly competitive, with rivalry based on brand recognition, product quality, service differentiation, and pricing. We compete against regional, national, and international distributors of luxury ingredients, including Wagyu beef, sea cucumber, abalone, and premium wines, as well as potential new entrants. Increased competition could compress margins, erode market share, or diminish brand equity, particularly if competitors leverage aggressive pricing, exclusive supplier agreements, or enhanced customer incentives.

Some of our current or future competitors may have longer operating histories, greater brand recognition, better supplier relationships, larger customer bases, more comprehensive distribution network, better access to consumers, higher penetration in certain regions or greater financial, technical or marketing resources than we do. These competitors may negotiate more favorable terms with suppliers, invest heavily in marketing campaigns, or adopt advanced supply chain technologies to secure scarce high-end products. 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.

Changes in consumer preferences could adversely affect our business.

The food industry, in general, is subject to changing consumer trends, demands, and preferences. We may fail to anticipate, identify, or respond to changes in consumer preferences and needs on a timely basis, and as a result, may be unable to continue to gain market receptiveness and market share for our products. Consumer preferences and demands for products and brands change from time to time for various reasons, such as the emergence of competitive products and brands that our competitors may be able to introduce that are more appealing to consumers, or a general decrease in demand for certain products sold by us. Any change in consumer preferences could require us to change our pricing, marketing, or promotional strategies. Any change in our strategy or any failure to respond effectively to changes in consumer preferences and needs could adversely affect our business and the results of operations.

We may not be able to maintain our historical growth rates or gross profit margins, and our operating results may fluctuate significantly. If our results fall below market expectations, the trading price of our Ordinary Shares may be affected.

While we have experienced significant revenue and gross profit growth over the past two years, there is no assurance that we can sustain such performance. Our operating results may fluctuate due to factors beyond our control, including but not limited to:

•        Our capacity to attract new luxury retail channels and retain high-net-worth clients in a concentrated market;

•        The effectiveness of marketing efforts to differentiate our brand in Hong Kong’s competitive luxury food sector;

•        Timing and acceptance of new product offerings tailored to local consumer preferences, such as seasonal or culturally specific ingredients;

•        Fluctuations in demand driven by pricing adjustments by competitors targeting Hong Kong’s premium B2B buyers;

•        Challenges in expanding our product portfolio with globally scarce ingredients at commercially viable terms;

•        Shifts in Hong Kong’s economic conditions, regulatory environment, or consumer spending patterns affecting luxury goods demand.

Failure to address these factors could compress margins, reduce order volumes, or diminish brand loyalty, materially impacting revenue and profitability.

There is no assurance that our customers will continue to place purchase orders with us.

All of our customers place purchase orders with us on an as-needed basis. There is no assurance that our major customers will continue to place purchase orders with us in the future. In the event that any of our major customers cease to place purchase orders with us, reduce the number of their purchase orders with us, or request more favorable terms and conditions, our business, results of operations, financial conditions and future prospects may be adversely affected.

Our business success and results of operations are significantly dependent on our ability to retain existing customers and attract new ones.

Our business success and results of operations are significantly dependent on our ability to retain existing customers and attract new ones. While we serve a diverse customer base, including catering-related distributors, five-star hotels, high-net-worth families, and high-quality customers in luxury retail channels, the loss of any key customer, or a significant reduction in their purchase volumes, could materially and adversely affect our revenue and financial performance.

For the fiscal year ended December 31, 2023, our top five customers collectively accounted for approximately 72.36% of our total sales. Similarly, for the fiscal year ended December 31, 2024, our top five customers contributed approximately 77.44% of our total sales. This concentration of sales among a limited number of customers means that we are exposed to risks associated with their business performance, financial condition, and purchasing decisions. There can be no assurance that we will be able to maintain our relationships with these key customers on favorable terms, or at all.

Our strategy for customer retention focuses on enhancing loyalty and repeat purchases, particularly among our most significant customers (those with annual procurement exceeding HK$5 million). For these key customers, we provide dedicated procurement managers, priority selection rights for goods, and a 24-hour emergency delivery service. For general customers, we maintain regular communication to share industry insights. We also emphasize personalized service through monthly engagement to align product specifications and delivery frequencies with customer needs. Furthermore, we proactively inform long-term customers about seasonal and rare ingredients, especially in anticipation of major holidays such as Mid-Autumn Festival, Christmas, National Day, and Chinese New Year, to assist with their inventory planning. We have established a rapid response mechanism, committing to a three-hour response time for urgent customer requests, such as impromptu replenishment.

In terms of new customer acquisition, we actively participate in international and local food and beverage exhibitions and promotional events to engage with potential buyers. We also pursue long-term supply agreements with various high-end catering groups. Our referral program, which rewards both existing and newly referred customers, is also a key component of our new business development efforts. We have demonstrated an ability to attract new customers. For instance, since the acquisition by new investors as of March 31, 2024, we acquired four new customers in 2024, three of whom became part of our top five customers for that year.

Despite these efforts, there is no guarantee that our customer retention and acquisition strategies will be successful in mitigating the risks associated with customer concentration or in offsetting the impact of any potential loss of key customers. Our inability to retain key customers, attract new customers, or effectively manage our customer relationships could have a material adverse effect on our business, financial condition, and results of operations.

Our business depends significantly on the market recognition of our brand names. Any damage to our brand names or reputation, or any failure to effectively promote our brands, could materially and adversely impact our business and results of operations.

We believe that the market recognition of our brand names among our customers have contributed significantly to the growth and success of our business. Therefore, maintaining and enhancing the recognition and image of our brands is critical to our ability to differentiate our products and to compete effectively. Nevertheless, whether we are able to maintain and enhance the recognition and image of our brands is subject to our ability in:

•        maintaining the popularity, attractiveness, diversity and quality of our products;

•        maintaining or improving customers’ satisfaction with the quality of our products;

•        offering and maintaining a wide selection of high-quality products;

•        increasing brand awareness through marketing and brand promotion activities; and

•        preserving our reputation and goodwill in the event of any negative publicity, internet and data security, product quality and price authenticity.

Our business is vulnerable to brand reputation risks arising from quality perceptions and counterfeit activities. Any actual or perceived decline in product quality, even if attributable to third-party suppliers beyond our control, could irreparably harm our brand equity and customer trust. Additionally, our premium market positioning attracts counterfeiters using imitative branding to mislead consumers, potentially diluting our exclusivity and necessitating costly enforcement measures. We cannot guarantee the effectiveness of our quality assurance protocols or anti-counterfeiting initiatives. A material breach of brand integrity may reduce demand from luxury hospitality, erode pricing power, and increase operational costs, adversely impacting financial performance.

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

Our image is highly relevant to the public’s perception of us as a business in its entirety, which includes not only the quality, safety and competitiveness of our products, 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 and safety of our products or our internal management matters, which may result in a negative perception of us by the public. Any negative publicity about us, management team, employees or products, 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 ability to maintain and grow brand awareness requires significant marketing expenditures with uncertain returns.

We allocate substantial resources to branding initiatives, including social media, E-commerce platform, online advertising, cooperation with high-end restaurants and participation in exhibitions, to reinforce our premium positioning in the luxury food distribution sector.

However, the effectiveness of these efforts depends on evolving consumer preferences, market trends, and competitive dynamics, which we cannot fully predict or control. There is no guarantee that our campaigns will resonate with target audiences or translate into sustained demand from high-net-worth consumers. Failure to optimize marketing strategies, adapt to shifting trends, or allocate resources efficiently could diminish our competitive edge, reduce customer acquisition, and adversely impact profitability.

Misconduct, errors and failure to function by our employees could harm our business and reputation.

Illegal, fraudulent or collusive activities by our employees could also subject us to liability or negative publicity. Although we have implemented internal controls and policies with regard to sales activities and other relevant matters, we cannot assure you that our controls and policies will prevent fraud or illegal activity by our employees or that similar incidents will not occur in the future. Any illegal, fraudulent or collusive activity could severely damage our brand and reputation, which could drive consumers away from us, and materially and adversely affect our business, financial condition and results of operations.

We are dependent on our senior management team and other key employees, and the loss of any such personnel could materially and adversely affect our business, operating results and financial conditions.

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 conditions 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 group 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 conditions and results of operations.

We are subject to credit risk in relation to the collectability of our trade receivables from customers.

We are subject to credit risk in relation to the collectability of our trade receivables from customers. We cannot assure you that our customers will make payment in full to us on a timely basis. Delays in receiving payments from or non-payment by our customers may result in pressure on our cash flow position and our ability to meet our working capital requirements. Our liquidity and cash flows from operations may be materially and adversely affected if our collection periods lengthen further or if we encounter any material defaults of payment, or provisions for impairment, of our trade receivables from customers. Should these events occur, we may be required to obtain working capital from other sources, such as from third-party financing, in order to maintain our daily operations, and such financing from outside sources may not be available at acceptable terms or at all.

As of the date of this prospectus, all accounts receivable outstanding as of December 31, 2024, including those from our major customers, have been collected. We generally allow credit terms ranging from 60 to 90 days. We maintain strict control over our accounts receivable and review overdue accounts regularly. During the years ended December 31, 2024 and 2023, there was no allowance for credit losses or write-off related to our trade receivables.

Our ability to secure adequate financing to sustain operations and execute growth initiatives is subject to material uncertainties.

Future expansion beyond the scope supported by this Offering’s net proceeds may require additional external financing, including equity issuance or debt facilities. However, our access to such financing could be constrained by insufficient collateral to secure loans or unfavorable market conditions. There is no assurance that financing will be available on acceptable terms, or at all, when required. A failure to obtain necessary capital could impair operational scalability, limit strategic investments, and adversely affect business continuity and competitiveness.

Our growth prospects may be limited if we fail to execute our expansion strategies amid evolving market dynamics.

Our plans outlined in the “Growth Strategies” and “Use of Proceeds” sections assume continued demand for premium ingredients, successful geographic expansion into new markets (including Mainland China and international regions), diversification of procurement sources, and sustained effectiveness of sales and marketing initiatives. These assumptions are contingent on factors such as: (a) stable or growing discretionary spending in luxury hospitality and restaurants; (b) our ability to secure new consumer partnerships and penetrate untapped markets; (c) maintaining rigorous quality standards while broadening supplier networks; and (d) adapting to shifting consumer preferences and competitive pressures in high-end food distribution.

However, our strategies face inherent uncertainties, including supply chain disruptions in sourcing scarce ingredients, regulatory changes affecting cross-border trade, and intensified competition from established global distributors. For instance, efforts to diversify procurement could be delayed by challenges in qualifying new suppliers or negotiating favorable terms, while geographic expansion may encounter logistical complexities or cultural mismatches in product positioning. Additionally, the premiumization trend driving our growth is sensitive to macroeconomic downturns, which could reduce demand from luxury hospitality clients. If key assumptions underlying our plans prove inaccurate or external risks materialize, our ability to achieve targeted growth rates, scale operations, or maintain profitability may be materially impaired.

Our operations face material risks from reliance on third-party food processors’ ability to maintain valid licenses required under Hong Kong regulations.

We depend on contracted food processing facilities in Hong Kong to conduct critical services such as repackaging and labeling of premium perishable products. These facilities must hold active food factory licenses issued by the Food and Environmental Hygiene Department (“FEHD”) under the Food Business Regulation (Cap. 132X). Licenses are subject to annual renewal, contingent upon strict compliance with hygiene standards, facility conditions, and operational protocols.

Timely license renewals by third-party processors are beyond our control. FEHD conducts unannounced inspections and may deny renewals for violations such as equipment malfunctions, sanitation lapses, or incomplete documentation. We cannot guarantee their adherence to regulatory requirements or remediation of deficiencies.

Any suspension or revocation of a processor’s license could abruptly halt operations at affected facilities, forcing costly transitions to alternative providers or delaying product delivery. Furthermore, non-compliance by processors could expose us to reputational harm, even if we are not directly liable under Hong Kong law.

Our operations are vulnerable to disruptions caused by technology failures or cybersecurity breaches.

We rely on digital systems to manage communications with suppliers, logistics partners, and distributors, as well as to oversee inventory and distribution operations. These systems also store sensitive data, including proprietary supplier agreements and customer information, and commercially critical details such as procurement pricing and volume rebate terms.

Cybersecurity threats, such as cyberattacks, system outages, or data corruption, could compromise operational continuity, expose confidential data, or disrupt critical workflows. A material IT failure or breach could impair distributor relationships, necessitate costly remediation, and reduce revenue predictability, adversely affecting profitability and operational stability.

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, such as the Data Protection Act (As Revised) of the Cayman Islands, 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.

Climate change poses material risks to our supply chain continuity and operational efficiency as a distributor of premium perishable goods.

Global climate patterns are increasingly volatile, with rising frequencies of extreme weather events such as typhoons, floods, and prolonged heatwaves. These phenomena threaten agricultural regions critical to our suppliers of high-end ingredients like Wagyu beef, abalone, and seafood. Such disruptions could lead to inventory shortages, delayed shipments, or price volatility, directly affecting our ability to fulfill orders for luxury hospitality clients.

Our reliance on temperature-controlled logistics further amplifies exposure. Severe weather may damage transportation infrastructure, prolong transit times, or compromise refrigeration systems during shipment, risking spoilage of perishable inventory. Concurrently, regulatory responses to climate change, such as carbon taxes or stricter emissions standards, could escalate freight costs, particularly for air transport of premium products.

Shifts in consumer behavior driven by climate concerns may also reshape demand. Prolonged economic uncertainty from climate-related crises could suppress discretionary spending on luxury foods, while evolving sustainability preferences might necessitate costly adjustments to sourcing or packaging practices. Although we do not control production, these cascading risks could strain supplier relationships, erode margins, and impair revenue stability, with material adverse effects on profitability.

Adverse natural disasters, disease, pests and other natural conditions, or shutdown, interruption, and damage to supplier facilities, or lack of availability of power, fuel, refrigeration, water, or other critical resources required for supplier operations, could materially disrupt our product supply and adversely affect our business operations, financial performance, and brand reputation.

We depend on external suppliers for the procurement of premium perishable goods, including Wagyu beef, abalone, and high-end seafood. Supplier facilities may experience operational interruptions due to natural disasters, including earthquakes, fires, equipment malfunctions, or shortages of critical resources such as power, fuel, or refrigeration capacity. Prolonged disruptions at key processing facilities, for example, extended electricity outages, could degrade inventory quality or halt production entirely, delaying order fulfillment for luxury hospitality clients and triggering contractual penalties.

Furthermore, supplier operations face biological risks such as disease outbreaks or contamination incidents affecting livestock and seafood. These events may reduce product availability, increase procurement costs, or require costly recalls. For instance, an infectious disease impacting Wagyu cattle herds could constrain beef supplies, necessitating procurement from alternative sources at elevated costs or margin compression.

Any future occurrence of force majeure events, natural disasters or outbreaks of epidemics and contagious diseases could have a material adverse impact on our business, operating results, and financial condition.

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 and other jurisdictions 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.

Since late 2019, the outbreak of a novel strain of coronavirus named COVID-19 has resulted in a high number of fatalities and materially and adversely affected the global economy. Widespread lockdowns, closure of workplaces, restrictions on mobility and travel were implemented by governments of different countries to contain the spread of the virus.

We cannot assure you that any future occurrence of natural disasters or outbreaks of epidemics and contagious diseases, or the measures taken by the government 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.

We are subject to risks relating to litigation and disputes, which could adversely affect our business, prospects, results of operations and financial conditions, and may face significant liabilities as a result.

We may be subject to litigation, disputes or claims of various types brought by our competitors, suppliers, customers, employees, business partners, lenders or other third parties. We cannot assure you that we will not be subject to disputes, complaints or legal proceedings in the future, which may damage our reputation, lead to litigation, or otherwise have a material adverse impact on our reputation and business.

Regardless of the merits, legal proceedings can be time-consuming and costly, and may divert our management’s attention away from our business operation, thereby adversely affecting our business operation and financial position. Legal proceedings which result in unfavorable judgment against us may cause financial losses and damages to our reputation, thereby materially and adversely affecting our business, financial position, results of operations and prospect.

Certain data and information in this prospectus were obtained from third-party sources and were not independently verified by us.

We have engaged Frost & Sullivan to prepare a commissioned industry report analyzing the premium food and beverage supply chain management solutions market in Hong Kong and Mainland China. Information and data relating to this market have been derived from Frost & Sullivan’s industry report. Statistical data included in the report incorporate projections based on assumptions specific to logistics infrastructure, procurement practices, and technology adoption rates. The market for supply chain solutions may not develop at the rate projected, or at all. Any material deviation from projected growth rates could adversely affect our strategic planning and investor confidence in our Ordinary Shares.

We have not independently verified third-party data or methodologies underlying Frost & Sullivan’s analysis. The report relies on industry publications and market research that may employ divergent data collection frameworks from our internal practices. While these sources are presented as reliable, their accuracy and completeness are not guaranteed.

A severe or prolonged downturn in Hong Kong or the global economy could materially reduce demand for premium food products and disrupt supply chain operations, adversely affecting our business, financial condition, and results of operations.

Hong Kong’s status as a global financial and trade hub exposes our business to international macroeconomic volatility. Geopolitical conflicts, inflationary pressures, and abrupt shifts in monetary policies by major economies, including U.S. interest rate hikes and EU fiscal tightening, could suppress discretionary spending among our core client base of luxury hotels, high-net-worth households, and premium retailers. For example, a global recession may lead hospitality clients to simplify menus or delay inventory replenishment for high-end ingredients such as Wagyu beef and abalone, directly reducing order volumes.

Our supply chain faces heightened risks during economic contractions. Currency fluctuations and tightening trade financing conditions could escalate procurement costs for imported goods, while liquidity constraints among international suppliers might delay shipments or necessitate unfavorable payment terms. Prolonged market instability may also limit access to financing for critical cold-chain infrastructure upgrades or inventory procurement, constraining operational flexibility.

Hong Kong’s specific vulnerabilities further compound these risks. Labor shortages, reduced tourism activity, or declines in corporate hospitality budgets could strain distributor relationships and suppress reorder rates. A sustained economic downturn would force margin compression to retain clients, increase inventory holding costs, and erode revenue predictability, materially impairing profitability and competitive positioning.

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

Since 1983, Hong Kong dollars have been pegged to US dollars at the rate of approximately HKD7.8 to USD1.0. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and HKD suffers devaluation, the HKD cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

We have limited insurance to cover our potential losses and claims.

We purchase and maintain insurance policies that we believe are customary with the standard commercial practice in our industry and as required under the relevant laws and regulations. However, we cannot guarantee that our insurance policies will provide adequate coverage for all the risks in connection with our business operations. Consistent with customary practice in the relevant industry, we do not carry any business interruption, product liability, or litigation insurance. If we were to incur substantial losses and liabilities that are not covered by our insurance policies, we could suffer significant costs and diversion of our resources, which could have a material and adverse effect on our financial conditions and results of operations. We may be required to bear our losses to the extent that our insurance coverage is insufficient.

03-Risks Related to our Ordinary Shares and this Offering

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

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

An active trading market for our Ordinary Shares may not be maintained and the trading price for our Ordinary Shares may fluctuate significantly.

We cannot assure you that a liquid public market for our Ordinary Shares will be maintained. If an active public market for our Ordinary Shares is not maintained, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. The public offering price for our Ordinary Shares in the public offering was determined based upon several factors, and we can provide no assurance that the trading price of our Ordinary Shares after the public offering will not decline below the public offering price. As a result, investors in our Ordinary Shares may experience a significant decrease in the value of their shares.

The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.

The trading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in the PRC or Hong Kong that may have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our Ordinary Shares may be highly volatile for factors specific to our Operating Subsidiaries’ operations, including the following:

•        fluctuations in our Operating Subsidiaries’ revenues, earnings and cash flow;

•        changes in financial estimates by securities analysts;

•        additions or departures of key personnel;

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

•        potential litigation or regulatory investigations.

Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.

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.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Ordinary Shares.

In addition to the risks addressed above in “The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors,” our Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few shareholders have on the price of our Ordinary Shares, which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our Ordinary Shares experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our Ordinary Shares. In addition, investors of our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares declines after this offering or if such investors purchase shares of our Ordinary Shares prior to any price decline.

Holders of our 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 Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our Company’s financial performance and public image and negatively affect the long-term liquidity of our Ordinary Shares, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and understand the value thereof.

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

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

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

Sales of substantial amounts of our 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 shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this prospectus, we have 18,400,000 issued and Ordinary Shares outstanding. The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and Ordinary 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 applicable lock-up agreements. There will be 20,000,000 Ordinary Shares issued and outstanding immediately

after this offering, without taking into account of the Ordinary Shares underlying the Common Warrants. We cannot predict what effect, if any, market sales of securities held by our controlling shareholder or any other shareholder or the availability of these securities for future sale will have on the market price of our shares.

Short selling may drive down the market price of our Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

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

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

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

If you purchase Ordinary Shares in this offering, you will pay substantially more than our net tangible book value per Ordinary Share. As a result, you will experience immediate and substantial dilution of US$4.63 per share, representing the difference between our as adjusted net tangible book value per share of US$0.37 per Ordinary Share as of December 31, 2024, after giving effect to the net proceeds to us from this offering, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$5.00 per share. See “Dilution” for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this offering.

You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price.

We currently intend to use the net proceeds from this offering to (i) expand our market reach and strengthen our sales and distribution infrastructure (approximately 45%), (ii) enhance our brand awareness and invest in marketing and advertising initiatives (approximately 35%), and (iii) for general corporate purposes (approximately 20%). See “Use of Proceeds” for additional information.

If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.

A non-U.S. corporation such as ourselves may be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either

•        At least 75% of our gross income for the year is passive income; or

•        The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%.

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. Although the law in this regard is unclear, we treat our affiliated entity as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entity but also because we are entitled to substantially all of its economic benefits, and, as a result, we combine its operating results in our combined financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material United States Federal Income Tax Considerations-Passive Foreign Investment Company Rules.”

Our controlling shareholder has substantial influence over the Company. Its interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions.

As of the date of this prospectus, Ms. Zhang, indirectly through Billion Fortune Overseas Limited beneficially owns 68% of our Ordinary Shares before this offering. Upon the completion of this offering, Ms. Zhang will, through Billion Fortune Overseas Limited, beneficially own 62.6% of our then issued and outstanding Ordinary Shares.

Accordingly, our controlling shareholder could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions, including the power to prevent or cause a change in control. Without the consent of our controlling shareholder, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, our directors and officers could violate their fiduciary duties by diverting business opportunities from us to themselves or others. The interests of our largest shareholder may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders.”

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

As a foreign private issuer that has applied to list our Ordinary Shares on the Nasdaq, we rely on a provision in the Nasdaq corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq.

For example, we are exempt from Nasdaq regulations that require a listed U.S. company to:

•        have a majority of the board of directors consist of independent directors;

•        require non-management directors to meet on a regular basis without management present;

•        have an independent compensation committee;

•        have an independent nominating committee; and

•        seek shareholder approval for the implementation of certain equity compensation plans and dilutive issuances of Ordinary Shares, such as transactions, other than a public offering, involving the sale of 20% or more of our Ordinary Shares for less than the greater of book or market value of the shares.

As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Our audit committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on the Nasdaq. Therefore, we have a fully independent audit committee, in accordance with Rule 10A-3 of the Exchange Act. However, because we are a foreign private issuer, our audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.

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

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

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

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

•        the selective disclosure rules by issuers of material non-public information under Regulation FD.

We are 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 financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

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

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Post-offering memorandum and articles of association, the Cayman Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action

in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances, recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Post-offering memorandum and articles of association) or to obtain copies of lists of shareholders of these companies. Our directors are not required under our Post-offering memorandum and articles of association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

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

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

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

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all of our current directors and officers are nationals and residents of countries other than the United States. Further, Chan Bun, our Chief Executive Officer also serves a member of our board of directors. Substantially all of the assets of these persons are located outside the United States and primarily in Hong Kong, where each of our directors are located. SH Wong & Co, our counsel as to Hong Kong law, is in the opinion of there is currently no arrangement providing for the reciprocal enforcement of judgements between Hong Kong and the United States, as such judgments of United States courts will not be directly enforced in Hong Kong. There is uncertainty as to whether the courts of Hong Kong would: (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforcement of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

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

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

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of

certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have early adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

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

As discussed above, 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. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, 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 listing rules of the Nasdaq. 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.

We have incurred significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on the Nasdaq Capital Market.

We intend to apply for listing on the Nasdaq Stock Market. Upon our listing and for the foreseeable future, we expect to incur additional legal, accounting, and other expenses, particularly after we cease to qualify as an emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and Nasdaq rules, including applicable corporate governance practices. Compliance with these requirements is expected to increase our legal and financial compliance costs and make some activities more time-consuming and costly. In addition, our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.

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

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

jurisdiction where the relevant public accounting firm is located. As a result of the Consolidated Appropriations Act, 2023, the HFCA Act now also applies if the PCAOB’s inability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreign jurisdiction. The denying jurisdiction does not need to be where the accounting firm is located.

Furthermore, various equity-based research organizations have recently published reports on China-based companies after examining their corporate governance practices, related party transactions, sales practices and financial statements, and these reports have led to special investigations and listing suspensions on U.S. national exchanges. Any similar scrutiny on us, regardless of its lack of merit, could cause the market price of our Ordinary Shares to fall, divert management resources and energy, cause us to incur expenses in defending ourselves against rumors, and increase the premiums we pay for director and officer insurance.

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to the laws in the United States 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. The PCAOB currently has access to inspect the working papers of our auditor. However, the recent developments would add uncertainties to our offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

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 (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 fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act. However, some of the recommendations were more stringent than the HFCA Act. 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 HFCA Act 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 HFCA Act are uncertain. While we understand that there has been dialogue among the CSRC, the SEC and the PCAOB regarding the inspection of PCAOB-registered accounting firms in China, there can be no assurance that we will be able to comply with requirements imposed by U.S. regulators. Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected, and our securities could be delisted and prohibited from being traded on the national securities exchange earlier than would be required by the HFCA Act. If our securities are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our 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 Ordinary Shares.

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

USE OF PROCEEDS

We estimate that we will receive net proceeds from this Offering of approximately US$7.44 million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. These estimates are based upon an assumed initial offer price of US$5.00 per share, the midpoint of the estimated range of the initial public Offer Price shown on the front cover of this prospectus. A US$1.00 increase (decrease) in the assumed initial public offering price of US$5.00 per Ordinary Share would increase (decrease) the net proceeds to us from this offering by US$1.60 million, assuming the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares and the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

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

•        expanding our market reach and strengthening our sales and distribution infrastructure (approximately 45%),

•        enhancing our brand awareness and investing in marketing and advertising initiatives (approximately 35%), and

•        general corporate purposes (approximately 20%).

To the extent that our actual net proceeds are not sufficient to fund all of the proposed purposes, we will decrease our allocation of the net proceeds for the purposes set out above on a pro rata basis. We would anticipate raising additional capital through equity or debt financing sufficient to fund our proposed uses above.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management will have significant flexibility in applying and discretion to apply the net proceeds of the offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus.

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

We have no present plans to distribute any cash dividends on our 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 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 subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board of Directors may deem relevant.

CAPITALIZATION

The following tables set forth our capitalization as of December 31, 2024:

•        on an actual basis; and

•        on a pro forma as adjusted basis to reflect the issuance and sale of 18,400,000 Ordinary Shares at US$0.0001 and 1,600,000 Ordinary Shares at an assumed initial public Offer Price of US$5.00 per share after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, assuming the Representative does not exercise the over-subscription option.

____________

(1)      At an assumed public offering price of US$5.00 per share (the mid-point of the estimated public offering price range), the pro forma as adjusted information reflects the issuance of 20,000,000 Ordinary Shares and then sale of 1,600,000 Ordinary Shares at this Offering, resulting in gross offering proceeds of US$8,000,000. Of this amount, US$2,000 was allocated to ordinary share capital (par value of US$0.0001 per share) and US$7,999,840 was recorded as additional paid-in capital. We expect to receive net proceeds of approximately US$6,510,000 (offering proceeds of US$8,000,000, less underwriting discounts of US$560,000, non-accountable expense of US$120,000 and offering expenses of US$810,000). The Ordinary Shares reflect the net proceeds we expect to receive, after deducting underwriting discounts, underwriter expense allowance and other expenses.

DILUTION

If you invest in our Shares, your interest will be diluted to the extent of the difference between the initial public Offer 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 Share attributable to the existing shareholders for our presently outstanding shares.

Net tangible book value represents the amount of our total assets, excluding intangible assets, right-of-use assets and deferred tax assets, less our total liabilities. Our net tangible book value as of December 31, 2024 was US$946,623, or US$946,623 per ordinary share. However, as the restructuring had not yet been completed as of that date, the per share amount is not meaningful.

After giving effect to the issuance and sale of 1,600,000 Shares in this Offering at an assumed initial public Offer Price of US$5.00 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 December 31, 2024 would have been US$7,458,463, or US$0.37 per outstanding ordinary share. This represents an immediate increase in net tangible book value of US$0.37 to existing shareholders and an immediate dilution in net tangible book value of US$4.63 per 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 December 31, 2024, the total number of 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$5.00 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 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 combined financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

For the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

Overview

Amounts in USD or US$ are presented and are converted from our combined balance sheets as of December 31, 2024, and our combined statements of operations and comprehensive income and combined statements of cash flows for the year ended December 31, 2024 at the rate of US$1.00 to HK$7.80. No representation is made that the HK$ amounts could have been, or could be converted, realized or settled into US$ at such rate or at any other rate.

COMBINED BALANCE SHEETS

____________

Note:

(*)      Giving retrospective effect to the Share Issue as detailed in note 12 to the combined financial statements.

Cash and cash equivalents

As at December 31, 2024, cash and cash equivalents were HK$250,491, representing an increase of HK$168,829 or 206.7%, as compared to HK$81,662 as of December 31, 2023. The increase was the net effect of cash inflows from financing activities, and cash outflows from operating activities for the year ended December 31, 2024.

Inventories

As at December 31, 2024, inventories were HK$225,320, representing a decrease of HK$2,336,640 or 91.2%, as compared to HK$2,561,960 as of December 31, 2023. The significant decrease was mainly due to the shorter inventory turnover days. Despite of the increase in sales volume and transactions for the year ended December 31, 2024, the operating entity was able to shorten the supply time by reviewing its inventory process for efficiency improvement. Most of the products were delivered directly from the suppliers to the customers. As a result, the inventory level as at December 31, 2024 had been dropped significantly as compared to 2023.

Accounts receivable, net

As at December 31, 2024, accounts receivable was HK$42,697,286, representing an increase of HK$30,433,288 or 248.2%, as compared to HK$12,263,998 as of December 31, 2023. The operating entity generally grants to its customers credit terms of 60-90 days. The significant increase in accounts receivable was mainly due to the increase in sales in the last quarter for the year ended December 31, 2024 as compared to the same period of 2023.

The operating entity maintains allowances for credit losses for estimated losses. Allowance for credit losses is made at different rates on accounts receivable based on aging and 100% on any specifically identified receivables that may become uncollectible. There is no allowance for credit losses or write-off during the years ended December 31, 2024 and 2023.

Other current assets

Other current assets solely represented advance payment to a supplier. As at December 31, 2024, other current assets were HK$174,057. The advance payment was resulted from overpayment made by the operating entity for settlement of purchase of goods to the supplier which is incidental and will be utilized for future purchases. There was no other current assets as of December 31, 2024.

Amounts due from former related companies

As at December 31, 2023, the amounts due from former related companies were HK$2,969,602. There were no amounts due from former related companies as at December 31, 2024 as all outstanding receivable balances were settled in full during the year ended December 31, 2024.

Accounts payable

As at December 31, 2024, accounts payable was HK$10,017,835, representing an increase of HK$1,084,861 or 12.1%, as compared to HK$8,932,974 as of December 31, 2023. The increase in accounts payable was due to the increase in purchases from suppliers for the year ended December 31, 2024 as compared to 2023 in order to cope with the increase in sales.

Accrued expenses and other current liabilities

As at December 31, 2024, accrued expenses and other current liabilities were HK$502,847, representing an increase of HK$70,237 or 16.2%, as compared to HK$432,610 as of December 31, 2023. The increase was contributed by the increase in accrued transportation fee. The operating entity used to engage with a logistics company to deliver its wines during peak season. Given the increase in orders of wines for the year ended December 31, 2024, the related transportation fee also increased and remained unsettled as at December 31, 2024.

Amounts due to former related companies

As at December 31, 2024, amounts due to former related companies were HK$24,467,821, representing an increase of HK$7,616,492 or 45.2%, as compared to HK$16,851,329 as of December 31, 2023. The amounts due were resulted mainly from advances from the former holding company and fellow subsidiaries to support the business operations of the operating entity. The operating entity was making loss in 2022. There was improvement in the operating results so that the operating entity was able to reach a modest profit in 2023. Still its operations were relied upon the financial support from the former group companies. The increase in amounts due to former related companies was due to the increase in working capital requirements of the operating entity to support its business operations in the first quarter of 2024. The current shareholder acquired all equity interest of Harmony Alliance at March 31, 2024.

Current tax liabilities

The operating entity has been profit making for the years ended December 31, 2024 and 2023 and is subject to income taxes in Hong Kong. As at December 31, 2024, current tax liabilities of the operating entity were HK$975,000. The operating entity had no income tax payable as at December 31, 2023 as all taxable income was being netted off by available tax losses accumulated from prior years. However, all available deductible temporary differences were fully utilized during the year ended December 31, 2024.

COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Revenues

Sales of frozen food have contributed the largest portion of revenue of the operating entity. Frozen food products include premium meat, abalone and sea cucumber etc.. Wagyu is the most popular frozen food product. For the year ended December 31, 2024, revenue generated from sale of frozen food was HK$31,979,005, representing an increase of HK$24,417,758 or 322.9%, compared to that of HK$7,561,247 for the year ended December 31, 2023. The significant increase in revenue from sales of frozen food was mainly due to the increase in sales orders with the effort of the sales team brought by the current shareholders who acquired the business since March 31, 2024. The selling price of frozen food had remained stable throughout the years.

Fine wine and spirit include mainly red wines originated from Australia. For the year ended December 31, 2024, revenue generated from sales of fine wine and spirit was HK$12,627,138, representing an increase of HK$6,579,898 or 108.8%, compared to that of HK$6,047,240 for the year ended December 31, 2023. The significant increase in revenue from sales of fine wine and spirit was mainly due to the increase in sales orders with the effort of the sales team brought by the current shareholders who acquired the business since March 31, 2024. The selling price of fine wine and spirit had remained stable throughout the years.

Luxury seafood mainly includes dried abalone and fish maw. For the year ended December 31, 2024, revenue generated from sales of luxury seafood was HK$7,664,566 representing an increase of HK$3,841,807 or 100.5%, compared to that of HK$3,822,759 for the year ended December 31, 2023. The significant increase in revenue from sales of luxury seafood was mainly due to the increase in sales orders with the effort of the sales team brought by the current shareholders who acquired the business since March 31, 2024. The selling price of luxury seafood had remained stable throughout the years.

Sales of other products include ramen ingredients and other groceries. For the year ended December 31, 2024, revenue generated from sales of other products was HK$566,005 representing a decrease of HK$2,813,873 or 83.3%, compared to that of HK$3,379,878 for the year ended December 31, 2023. The operating entity ceased to sell ramen ingredients in August 2024 as the management decided to focus more on the sales of frozen food, fine wine and spirit and luxury seafood which have higher gross profit margin.

Cost of Sales

For the year ended December 31, 2024, cost of sales from frozen food was HK$28,057,054, representing an increase of HK$21,455,800 or 325.0%, compared to that of HK$6,601,254 for the year ended December 31, 2023. The increase in cost of sales from frozen food was caused by the increase in purchases of goods to cope with the increase in customer demand.

For the year ended December 31, 2024, cost of sales from fine wine and spirit was HK$8,813,796, representing an increase of HK$3,968,151 or 81.9%, compared to HK$4,845,645 for the year ended December 31, 2023. The increase in cost of sales from fine wine and spirit was caused by the increase in purchases to cope with the increase in customer demand. However, the new procurement team brought by the current shareholders was able to agree a lower purchase price with the supplier due to bulk purchases in 2024. Thus, the cost of sales from fine wine and spirit increased in a lower portion than the increase in sales for the year ended December 31, 2024.

For the year ended December 31, 2024, cost of sales from luxury seafood was HK$5,155,690, representing an increase of HK$2,425,154 or 88.8%, compared to HK$2,730,536 for the year ended December 31, 2023. The increase in cost of sales from luxury seafood was caused by the increase in purchases to cope with the increase in customer demand. The cost of sales from luxury seafood increased in a lower portion than the increase in sales for the year ended December 31, 2024. This was because the purchase cost of luxury seafood was higher in early 2023 right after the end of pandemic and then back to normal in the second half of 2023. The purchase cost of luxury seafood was relatively stable throughout the year 2024.

For the year ended December 31, 2024, cost of sales from other products was HK$536,779, representing a decrease of HK$2,681,688 or 83.3%, compared to HK$3,218,467 for the year ended December 31, 2023. The decrease in cost of sales from other products was in line with the decrease in sales as the management decided to focus more on the sales of frozen food, fine wine and spirit and luxury seafood which have higher gross profit margin.

Gross Profit

Gross Profit Margin

Gross profit from sales of frozen food increased by HK$2,961,958 or 308.5% for the year ended December 31, 2024, as compared to that of the same period of 2023. The gross profit margin of sales of frozen food was 12.3% for the year ended December 31, 2024, compared to that of 12.7% for the same period of 2023. Despite of the increase in sales orders which led to higher gross profit, the gross profit margin on sales of frozen food had remained stable throughout the years.

Gross profit from sales of fine wine and spirit increased by HK$2,611,747 or 217.4% for the year ended December 31, 2024, as compared to that of the same period of 2023. The gross profit margin of sales of fine wine and spirit was 30.2% for the year ended December 31, 2024, compared to that of 19.9% for the same period of 2023. The increase in gross profit was due to the increase in sales. However, the new procurement team brought by the current shareholders was able to agree a lower purchase price with the supplier due to bulk purchases in 2024. Thus, the cost of sales from fine wine and spirit increased in a lower portion than the increase in sales so that a higher gross profit margin was reached for the year ended December 31, 2024.

Gross profit from sales of luxury seafood increased by HK$1,416,653 or 129.7% for the year ended December 31, 2024, as compared to that of the same period of 2023. The gross profit margin of sales of luxury seafood was 32.7% for the year ended December 31, 2024, compared to that of 28.6% for the same period of 2023. The increase in gross profit was due to the increase in sales. However, the purchase cost of luxury seafood was higher in early 2023 right after the end of pandemic and then back to normal in the second half of 2023; whereas the purchase cost of luxury seafood was relatively stable throughout the year 2024. Thus, the cost of sales from luxury seafood increased in a lower portion than the increase in sales so that a higher gross profit margin was reached for the year ended December 31, 2024.

Gross profit from sales of other products decreased by HK$132,185 or 81.9% for the year ended December 31, 2024, as compared to that of the same period of 2023. The gross profit margin of sales of other products was 5.2% for the year ended December 31, 2024, compared to that of 4.8% for the same period of 2023. The decrease in gross profit was due to the decrease in sales. The management decided to focus more on the sales of frozen food, fine wine and spirit and luxury seafood which have higher gross profit margin. The gross profit margin on sales of other products had remained stable throughout the years.

Operating Expenses

Operating expenses comprise management fee, transportation, rent, travelling and entertainment. For the year ended December 31, 2024, operating expenses were HK$1,833,642, representing a decrease of HK$764,259 or 29.4%, as compared to HK$2,597,901 for the year ended December 31, 2023. The decrease was contributed by the drop in entertainment expenses as the new management team brought by the current shareholders tightened the budget on such expenses during the year ended December 31, 2024.

Administrative Expenses

Administrative expenses comprise professional fee, bank charges and other miscellaneous expenses. For the year ended December 31, 2024, administrative expenses were HK$18,248, representing an increase of HK$8,369 or 84.7%, as compared to HK$9,879 for the year ended December 31, 2023. The increase was caused by the higher provision for audit fee for the year ended December 31, 2024.

Other Income

Other income comprises net exchange gain and sundry income. For the year ended December 31, 2024, other income of the operating entity was HK$5,077, representing a decrease of HK$18,188 or 78.2%, as compared to HK$23,265 for the year ended December 31, 2023. The decrease was due to that there was no exchange gain recognized for the year ended December 31, 2024.

Income Taxes

Harmony Alliance incorporated in the British Virgin Islands is not subject to taxation. The result of operation of the operating entity is subject to income taxes in Hong Kong. For the year ended December 31, 2024, income taxes of the operating entity were HK$975,000. The operating entity had no income tax expense as at December 31, 2023 as all taxable income was being netted off by available tax losses accumulated from prior years. However, all available deductible temporary differences were fully utilized during the year ended December 31, 2024.

Net Income

For the year ended December 31, 2024, net income of the operating entity was HK$7,451,582, as compared to that of HK$830,707 for the year 2023. The increase in net income was the result of the increase in revenues, cost of revenues, administrative expenses and income tax expenses; and the decrease in operating expenses and other income.

Liquidity and Capital Resources

COMBINED STATEMENTS OF CASH FLOWS

Net Cash (Used In)/Provided By Operating Activities

Operating activities used cash of HK$8,102,931 for the year ended December 31 2024, compared to cash generated of HK$9,710 for the year ended December 31, 2023.

Net income was HK$7,451,582 for the year ended December 31, 2024, compared to HK$830,707 for the year ended December 31, 2023.

Movement in activities from inventories was an increase of HK$2,331,380 for the year ended December 31, 2024, compared to a decrease of HK$2,561,960 for the year ended December 31, 2023. The decrease in stock level was mainly due to the shorter inventory turnover days as a result of the improved supply time through internal review of the inventory process.

Movement in activities from accounts receivable was a decrease of HK$30,433,288 for the year ended December 31, 2024, compared to that of HK$5,573,006 for the year ended December 31, 2023. The increase in accounts receivable was mainly due to the increase in sales in the last quarter for the year ended December 31, 2024 as compared to the same period of 2023.

Movement in activities from other current assets was a decrease of HK$174,057 for the year ended December 31, 2024, compared to an increase of HK$150 for the year ended December 31, 2023. The increase in other current assets was mainly due to the overpayment made by the operating entity for settlement of purchase of goods to the supplier which is incidental and will be utilized for future purchases in 2025.

Movement in activities from amounts due from former related companies was an increase of HK$2,969,602 for the year ended December 31, 2024, compared to a decrease of HK$742,515 for the year ended December 31, 2023. The amounts due from former related companies were fully settled during the year ended December 31, 2024.

Movement in activities from accounts payable was an increase of HK$1,084,861 for the year ended December 31, 2024, compared to that of HK$3,179,205 for the year ended December 31, 2023. In order to cope with the increase in sales, the operating entity increased purchases from suppliers for the year ended December 31, 2024 as compared to 2023. This explains the increase in accounts payable as at December 31, 2024 as compared to 2023.

Movement in activities from accrued expenses and other current liabilities was an increase of HK$70,237 for the year ended December 31, 2024, compared to a decrease of HK$141,600 for the year ended December 31, 2023. The increase in accrued expenses and other current liabilities was mainly due to the increase in accrued transportation fee to a logistics company given the increase in orders of wines for the year ended December 31, 2024.

Movement in activities from amounts due to former related companies was an increase of HK$7,616,492 for the year ended December 31, 2024, compared to that of HK$5,018,729 for the year ended December 31, 2023. The increase in amounts due to former related companies was due to the increase in working capital requirements of the operating entity to support its business operations in the first quarter of 2024.

Net Cash Provided by Financing Activities

Financing activities generated cash of HK$8,271,760 for the year ended December 31, 2024. Financing activities comprise issue of shares and additional paid-in capital of subsidiaries. There was no cash flows from financing activities for the year ended December 31, 2023.

Sources of Liquidity

We finance the operations of the operating entity with internally generated cash flows. As of December 31, 2024 and 2023, our cash and cash equivalents stood at HK$250,491 and HK$81,662, respectively. The operating entity had no other external borrowings.

INDUSTRY OVERVIEW

All the information and data presented in this section have been derived from Frost & Sullivan Limited (“Frost & Sullivan”)’s industry report commissioned by us entitled “The Premium Food and Beverage Supply Chain Management Solutions Market Independent Market Research” (the “Frost & Sullivan Report”) unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

OVERVIEW OF PREMIUM FOOD AND BEVERAGE SUPPLY CHAIN MANAGEMENT SOLUTIONS

Definition and Classification

The Premium Food and Beverage Supply Chain Management Solutions industry is a specialized sector dedicated to ensuring the efficient flow of high-value food and beverage products from suppliers to distributors and ultimately to end consumers. The industry mainly caters to premium markets, including luxury hotels, fine-dining establishments, catering businesses, and high-net-worth households, with an emphasis on quality, exclusivity, and authenticity. Key roles of service providers include:

•        Sourcing and Procurement:    Service providers ensure access to premium and rare food products by directly negotiating with trusted suppliers worldwide. Service providers manage supplier relationships to secure a consistent supply of high-quality goods while adapting to changing consumer preferences.

•        Demand Planning and Forecasting:    Service providers play a critical role in anticipating market needs through advanced planning tools. By leveraging demand sensing, collaborative forecasting, and sales and operations planning (S&OP), service providers balance inventory levels, align supply with demand, and minimize disruptions in the supply chain.

•        Efficient Distribution:    Service providers establish and manage diversified distribution networks, including partnerships with luxury retailers, restaurants, and e-commerce platforms. Service providers ensure timely delivery to clients while offering direct-to-consumer options to expand their reach in premium markets.

•        Supply Chain Visibility and Traceability:    Service providers enhance transparency and accountability in the supply chain through real-time tracking, blockchain technology, and IoT-enabled monitoring. These tools ensure the authenticity, quality, and integrity of premium products from sourcing to final delivery.

•        Customer-Centric Solutions:    Tailored services and product customization are integral to meeting the unique needs of premium clientele, ensuring seamless integration into the final sales and consumption experience.

By type of products, these solutions cater to several high-value categories. Premium meats include exceptional offerings such as Wagyu beef, Iberico pork, and organic free-range poultry, which are known for their superior quality and flavor. Luxury seafood encompasses rare and exclusive items like caviar, sea urchin, lobster, abalone, and bluefin tuna, which are often sought after for their uniqueness and prestige. Fine wines and spirits feature renowned wines, champagnes, and premium spirits such as aged whiskey and cognac, representing the pinnacle of indulgence. Exotic fruits and vegetables include rare and seasonal produce like truffles, saffron, and Japanese melons, prized for their distinctive taste and limited availability. Additionally, other high-end products such as organic superfoods and gluten-free grains fall under the category of health-focused premium goods.

When classified by end-market channels, these supply chain solutions primarily serve luxury-focused sectors. Luxury hospitality is a key segment, catering to five-star hotels, boutique resorts, cruise lines, and luxury catering services. Fine dining and high-end restaurants depend on these solutions to provide premium ingredients for gourmet chefs, exclusive private dining experiences, and upscale restaurants. Specialty retail and gourmet stores benefit from these supply chains to stock food retailers, gourmet outlets, and high-end supermarkets with exclusive products. For luxury residential and private clients, these solutions enable direct-to-consumer deliveries, offering affluent households access to premium food and beverage items. Other channels include online platforms and corporate gifting, which further expand the reach of these exclusive offerings.

Value Chain

In the upstream segment, food producers serve as the primary stakeholders. These include farmers, ranchers, fishers, and artisans responsible for producing premium food and beverage products such as Wagyu beef, fine wines, and rare seafood. Their role is to ensure the consistent production of high-quality raw materials that meet the strict standards of luxury markets.

The midstream segment is managed by supply chain management service providers who oversee critical operations to ensure the seamless movement of products from production to end markets. Their responsibilities include sourcing and procurement, logistics and transportation, warehousing and inventory management, and final delivery. These service providers play a crucial role in maintaining the integrity, quality, and traceability of premium products, using advanced tools and technologies such as cold chain logistics and real-time tracking to preserve product value during transit and storage.

In the downstream segment, the focus shifts to delivering premium products to end consumers. This involves catering-related distributors, who act as intermediaries, and business establishments such as luxury hotels, high-end restaurants, and catering services, which rely on these products to create exclusive culinary experiences. Additionally, individual customers, including affluent households, purchase premium products directly through specialty retailers, e-commerce platforms, or subscription services. The downstream stakeholders prioritize product authenticity and quality to satisfy the sophisticated tastes of their clientele.

Source: The Frost & Sullivan Report

Market Size of Premium Food and Beverage by Wholesale Value in Hong Kong

The market size of premium food and beverage supply in Hong Kong, measured by wholesale value, has demonstrated steady growth from HK$6,617.1 million in 2019 to an estimated HK$7,329.3 million in 2024, representing a CAGR of 2.1% during that period, driven by the city’s role as a hub for high-end food imports, increasing demand for luxury products such as Wagyu beef, sea cucumbers, abalone, fish maw, and premium wines, and the resilience of the premium segment even during the COVID-19 pandemic.

Looking ahead, the market is forecasted to grow at a faster CAGR of 3.4% from 2025 to 2029, reaching HK$8,629.4 million by 2029. Key drivers include rising consumer preference for high-quality, health-conscious food products, the recovery and expansion of fine dining and hospitality sectors, and the continued growth of e-commerce channels facilitating access to premium goods. This sustained growth highlights the robust demand for high-end food and beverages in Hong Kong’s affluent and luxury-focused market.

Source: The Frost & Sullivan Report

Market Drivers Analysis

Growth of Fine Dining and Hospitality Sectors:    Hong Kong’s vibrant culinary scene and its reputation as a global dining destination drive significant demand for premium food and beverage supply chain solutions. The city is home to 79 Michelin-starred restaurants, reflecting the high standards of its fine dining establishments, which rely on exclusive, high-quality ingredients to create exceptional culinary experiences. Besides, In 2024, Hong Kong hosts 41 high-tariff A hotels, which cater to affluent travelers and locals seeking luxury dining and hospitality services. Premium food and beverages are deeply ingrained in Hong Kong’s culture, playing a central role in social gatherings, business events, and celebrations, further elevating the demand for rare and exclusive products. This cultural emphasis, combined with the expanding fine dining and hospitality sectors, has bolstered the premium food and beverage supply chain industry, as businesses strive to meet the expectations of discerning customers and maintain Hong Kong’s status as a global culinary capital.

Growing Affluence and High Concentration of Ultra-High-Net-Worth Individuals:    Hong Kong ranks second globally in the concentration of ultra-high-net-worth individuals, with 12,546 individuals each worth over US$30 million in 2024. The affluent demographic drives significant demand for premium and exclusive food and beverage products, as luxury dining and unique culinary experiences are integral aspects of their lifestyle. Additionally, Hong Kong’s gross national disposable income has seen steady growth, increasing from HKD 2,967,147 million in 2019 to HKD 3,457,631 million in 2024, at a CAGR of approximately 3.1%. This rise in national wealth reflects a broader increase in purchasing power, further fueling demand for premium supply chain solutions that can deliver rare, high-quality products to meet the expectations of this ultra-rich consumer base. The growing demand ensures a consistent flow of business across the value chain, from sourcing to delivery, and has reinforced Hong Kong’s position as a key hub for luxury food and beverage services.

Increased Consumer Awareness of Quality and Authenticity:    Consumers in Hong Kong are becoming increasingly aware of the quality and authenticity of the food and beverages they consume. There is strong demand for premium products like Wagyu beef, fine seafood, and red wine, which are valued for their exclusivity, provenance, and exceptional quality. The shift is driven by a growing preference for ethically sourced, sustainably produced, and traceable goods. Customers are demanding greater transparency in the supply chain to ensure these products meet rigorous standards of quality, safety, and authenticity. For the premium food and beverage supply chain industry, this trend has created opportunities to leverage advanced technologies such as blockchain for traceability and IoT-enabled monitoring systems that preserve the integrity of these high-value goods. This focus on quality and authenticity has not only strengthened consumer trust but also enhanced the market for premium offerings, reinforcing Hong Kong’s position as a hub for luxury food and beverage products.

Robust Tourism and Event Industry:

Known as a global business and cultural hub, Hong Kong attracts millions of international visitors annually, many of whom seek luxury dining experiences at high-end restaurants, five-star hotels, and exclusive private clubs. Additionally, the city hosts numerous large-scale events, such as international trade fairs, conventions, art exhibitions, and luxury brand showcases, all of which require premium catering services featuring high-quality food and beverages. Events like the Hong Kong Wine & Dine Festival and Art Basel Hong Kong further highlight the city’s focus on luxury and fine dining, creating consistent demand for premium ingredients and beverages. This robust tourism and event ecosystem drives the need for reliable supply chain solutions that can deliver fresh, high-quality, and exclusive products to meet the expectations of affluent visitors and event organizers, reinforcing Hong Kong’s reputation as a global dining and hospitality destination.

Key Trends

Adoption of digital technologies and data analytics in supply chain management:    Technologies such as blockchain are being increasingly adopted to ensure end-to-end traceability for premium products like Wagyu beef, fine seafood, and aged wines, providing transparency in sourcing and authenticity verification. Meanwhile, IoT-enabled cold chain logistics have revolutionized the transportation of perishable luxury items, ensuring temperature-sensitive products maintain their quality throughout the supply chain. Advanced AI-driven demand forecasting is also allowing supply chain providers to better predict market trends and consumer preferences, minimizing waste and optimizing inventory for premium goods. These innovations cater to Hong Kong’s discerning consumers, who demand not only exceptional products but also seamless delivery and reliable quality.

Growing focus on sustainability and social responsibility in the supply chain:    Affluent consumers in Hong Kong are increasingly seeking premium products like organic Wagyu beef, sustainably sourced seafood, and biodynamic wines, which align with their values of environmental responsibility and ethical practices. Businesses are adopting sustainable sourcing methods, such as working with fisheries certified by the Marine Stewardship Council (MSC) and adhering to Fair Trade standards for imported luxury ingredients. Additionally, the use of eco-friendly packaging and carbon-neutral logistics has become a priority for supply chain providers to appeal to environmentally conscious consumers.

High Standards in Food Safety and Quality Compliance:    Hong Kong’s premium food and beverage market is governed by stringent food safety and quality compliance regulations, ensuring that products meet the highest standards demanded by discerning consumers. Regulatory frameworks such as the Food Safety Ordinance (Cap. 612) and the Public Health and Municipal Services Ordinance (Cap. 132) mandate strict monitoring of food imports, traceability, and adherence to hygiene standards. Additionally, certifications like the HACCP (“Hazard Analysis and Critical Control Points”) system are widely implemented by food businesses to ensure safety throughout the supply chain. Premium food products such as Wagyu beef, seafood, and fine wines must also comply with labeling laws, including accurate declarations of origin and quality. These regulations, combined with consumer demand for transparency, have driven supply chain providers to adopt advanced technologies to monitor.

Cost Analysis

The average monthly salary of employees engaged in the food and beverage supply chain management industry has increased from HK$19,496 in 2019 to HK$21,626 in 2024, representing a CAGR of approximately 2.1%, reflecting the growing demand for skilled professionals in the sector and the increasing complexity of managing premium food and beverage supply chains. Looking ahead, the average monthly salary is forecasted to grow at a CAGR of 2.6% from 2025 to 2029, reflecting increasing competition for talent, inflationary pressures, and the growing emphasis on supply chain optimization and digital transformation.

Source: The Frost & Sullivan Report

Competition Overview

The premium food and beverage supply chain management solutions market in Hong Kong is relatively fragmented and highly competitive, with more than 1,000 market participants in Hong Kong in 2024.

The market is competitive that end customers particularly value brand recognition, brand loyalty and brand quality. Stakeholders in the sales channels highly favor in purchasing and stockpiling the top premium food and beverage brands to increase sales guarantee.

The major market players in the premium food and beverage supply chain management solutions market in Hong Kong generally have extensive product coverage, from sea cucumber, abalone, wagyu beef to red wine. Comparative advantages of the leading premium food and beverage supply chain and brand management in Hong Kong include:

1)      Robust quality control ensures consistent product excellence, which enhances brand reputation while reducing the risk of food safety issues, fostering consumer trust and loyalty.

2)      Partnerships with established supplier networks provide access to high-quality ingredients, improving negotiation power for better pricing and terms, ultimately leading to cost savings and quicker responses to market demands.

3)      An experienced management team brings valuable industry expertise and insights, facilitating informed decision-making and operational efficiency through proven strategies.

4)      Efficient logistic services guarantee timely delivery of products, minimizing spoilage and inventory costs while enhancing customer satisfaction through reliable service.

are abundant, and American Wagyu boasts higher fat content with even distribution, forming exquisite marbling that results in tender, juicy texture when cooked. Its flavor profile is unique: the meat is exceptionally tender, melting in the mouth while retaining a pleasant chewiness, delivering a distinctive sensory experience. Rich in nutrients, it is packed with protein, vitamins, minerals, and other essential components, offering significant health benefits.

Frozen Sea Cucumber:

We meticulously select sea cucumbers harvested from the frigid waters. The cold water and slow growth environment of these regions impart a unique flavor and rich nutritional composition to our sea cucumbers.

Fine wines and spirits

We are dedicated to building a world-class supply chain for fine wines, meticulously selecting iconic wineries from historically significant and highly regarded wine regions such as Australia as our strategic partners. These wineries have inherited centuries of exquisite winemaking craftsmanship, and their wines, crafted from classic grape varietals such as Cabernet Sauvignon, Merlot, and Pinot Noir, precisely express the unique characteristics of their varietals.

Our wine product line comprehensively covers wines with collectible aging potential and fine wines suitable for immediate enjoyment, aiming to fulfill the diverse needs of appreciation, collecting, and gifting in high-end consumption scenarios.

In addition to our red wine selection, our product portfolio also proudly includes the renowned Chinese Baijiu. Baijiu, a traditional Chinese spirit with a rich cultural heritage, represents another significant category in our portfolio. Similar to our red wines, our Baijiu offerings showcase a variety of flavor profiles and styles, reflecting the diverse regional traditions of Baijiu production. This expansion into the Baijiu market allows us to tap into the growing demand for authentic and premium Chinese spirits. Its premium status and limited production also contribute to its collectability and make it a sought-after option for discerning consumers and luxury gifting.

As of the date of this prospectus, we are not subject to any specific licensing requirements for the sale of alcoholic beverages within Hong Kong.

Luxury Seafood

Our luxury seafood product line features a curated selection of marine delicacies, renowned not only for their nutritional value but also for their versatility in culinary applications. We are committed to sourcing from the world’s most reputable origins, ensuring that each product meets the highest standards of quality.

Dried Abalone:

Our dried abalone is sourced from carefully selected abalone originating from nutrient-rich marine ecosystems. These abalone are processed and dried to preserve their inherent quality and concentrated flavor. The drying process results in a distinct texture and enhances the umami, making it a sought-after delicacy for culinary applications.

Fish Maw:

The primary raw material for fish maw is the swim bladder of deep-sea fish. We carefully select swim bladders from pelagic fish inhabiting the biodiverse waters of Southeast Asia and South America. The natural swim bladders of these migratory fish are highly valued for their abundant collagen content and springy texture. Our rigorous selection and processing procedures ensure the quality and nutritional value of our fish maw.

Other Products

We also offer a curated selection of complementary, high-quality products to meet the varied needs of our discerning customers. A key example is our Japanese Ramen, featuring noodles made with Hokkaido wheat flour, along with carefully prepared Chashu pork, soft-boiled marinated eggs (Ajitsuke Tamago), and chicken drumsticks. While these items represent a smaller segment of our overall business, this product line provides several advantages to our high-end ingredient supply chain. By offering a combination of premium and select everyday essentials, we create a distinctive positioning that enhances customer convenience and strengthens relationships.

Quality Control

Food safety and quality control are of paramount importance to our reputation and business. To ensure food safety and quality, we have established a comprehensive set of standards and requirements covering each facet of our supply chain, ranging from procurement, logistics, warehousing to packaging.

Procurement Process:

•        Wagyu Procurement:    Emphasizes purebred lineage, guaranteed grading, and complete cold chain integrity. We achieve this through:

•        Sourcing from certified suppliers.

•        Confirming specific cuts and processing customizations.

•        Seafood Procurement:    We prioritize sourcing seafood that meets high standards of quality and safety.

•        Premium Wine Procurement:    Centers on authenticity assurance, vintage consistency, and compliance with appropriate storage conditions.

Inventory and Transportation

Our inventory management focuses primarily on fine wines and spirits, and luxury seafood products. It’s important to note that Wagyu beef is generally shipped directly from suppliers to customers, and we maintain minimal inventory levels for wines and luxury seafood. Order quantities from our suppliers are based on inventory levels and existing customer orders, with slight adjustments to accommodate potential ad-hoc demand.

Inbound Management:

•        All inbound products undergo rigorous on-site and sensory inspections to ensure they meet our quality standards.

•        All products that pass inspection are recorded in detail upon receipt.

Inventory Management:

•        We strictly monitor the storage environment, including temperature, to ensure products remain in optimal condition during storage.

Inventory Flow Management:

•        We implement the Just in time (trying to keep minimum inventory level) inventory management principle to ensure that products received earlier are prioritized for dispatch, thereby minimizing product loss.

•        We conduct regular inventory counts, especially frequent checks of high-value items against system inventory, to ensure the accuracy of inventory records.

Outbound Management:

•        We match inventory with customer orders and prioritize dispatching the closest to expiry batches to ensure product freshness.

•        We accommodate product matching based on specific customer needs.

•        We meticulously record all outbound information, including dispatch time and carrier to ensure product traceability.

Customer Service

Our commitment to our customers and offering the best experience is reflected in the high level of service provided by our customer service staff.

Pricing Strategy

Our pricing strategy is designed to ensure competitiveness while maintaining profitability. We employ an internal formula based on cost-plus principles, which allows us to offer fair and competitive prices to our customers. The key components of our pricing strategy for premium food and beverage supply chain management business are as follows:

•        Cost-Plus Pricing Basis:    Our fundamental pricing methodology involves determining the total cost of goods sold (COGS), which includes the procurement costs of premium ingredients (such as Wagyu beef and luxury seafood) as well as fine wines and spirits, along with associated logistics, processing, and packaging expenses. A predetermined profit margin is then added to this cost base to arrive at the final selling price. As such, the cost of goods we procure is a critical determinant in our pricing decisions.

•        Competitive Market Positioning:    While cost-plus serves as our pricing foundation, we actively monitor market prices for comparable high-end food and beverage products. This enables us to strategically adjust our markups to maintain competitiveness within the premium market segment and achieve optimal market share.

•        Value-Based Considerations:    For certain exclusive or highly sought-after items, such as rare vintage wines or exceptionally high-grade Wagyu, we may incorporate value-based pricing considerations. This approach takes into account the perceived value, scarcity, and prestige associated with these products, allowing for price adjustments to reflect their unique market positioning.

•        Tiered Pricing and Product Segmentation:    We may implement tiered pricing strategies based on product grade, origin, aging (for wines and certain seafood), and packaging. This allows us to cater to a broader range of customer preferences and price sensitivities within the premium market. For example, different grades of Wagyu or different vintages of wine will be priced accordingly.

Competition

The premium food and beverage supply chain management solutions market in Hong Kong is relatively fragmented and highly competitive, with more than 1,000 market participants in Hong Kong in 2024.

The major market players in the premium food and beverage supply chain management solutions market in Hong Kong generally have extensive product coverage, from sea cucumber, abalone, wagyu beef to red wine. Comparative advantages of the leading premium food and beverage supply chain and brand management in Hong Kong include:

1)      Robust quality control ensures consistent product excellence, which enhances brand reputation while reducing the risk of food safety issues, fostering consumer trust and loyalty.

2)      Partnerships with established supplier networks provide access to high-quality ingredients, improving negotiation power for better pricing and terms, ultimately leading to cost savings and quicker responses to market demands.

3)      An experienced management team brings valuable industry expertise and insights, facilitating informed decision-making and operational efficiency through proven strategies.

4)      Efficient logistic services guarantee timely delivery of products, minimizing spoilage and inventory costs while enhancing customer satisfaction through reliable service.

Competitive Strengths

We Leverage Strategic Supplier Partnerships and Maintain a Resilient Supply Chain

Our supply chain resilience is anchored in long-term collaborations with established suppliers of premium ingredients, such as Wagyu beef producers and specialty seafood providers. These partnerships prioritize mutual commitments to quality and reliability, enabling us to secure consistent access to high-demand and scarce products for our B2B clients, including luxury hotels and distributors.

Cost efficiency is achieved through bulk purchasing strategies that leverage economies of scale. This approach allows us to negotiate favorable pricing without compromising quality, translating into competitive rates for clients. For example, centralized procurement of high-end red wine and seafood enables streamlined logistics and reduced per-unit costs. These savings are reinvested into value-added services, such as flexible payment terms for trusted partners, further strengthening client relationships.

Our supply chain resilience is reinforced by a multi-layered network of suppliers across key regions. By collaborating with numerous specialized providers, we ensure overlapping coverage for critical product categories. This geographic and product diversification allows us to swiftly redirect orders if a supplier faces temporary constraints, whether due to logistical delays or regional disruptions. Additionally, many suppliers themselves maintain diverse offerings, enabling us to bundle complementary products or clients seeking curated solutions.

We Focus on High Standards for Food Safety and Transparency Through Quality Control and Traceability Systems

We steadfastly believe that quality control and product safety are crucial to our reputation and business. Our commitment to quality begins with comprehensive inspection protocols spanning procurement, logistics, storage, and packaging. Every batch of ingredients undergoes multi-layered quality checks by trained staff, including random sampling upon arrival and continuous monitoring of storage conditions. This end-to-end oversight ensures consistent adherence to safety standards without direct involvement in production.

By integrating strict controls with technological transparency, we deliver reliable, audit-ready solutions for discerning buyers in the premium food sector. As of the date of this prospectus, we did not incur any significant fines or penalties from any relevant government authorities due to the quality or safety of our products, nor have we been required to conduct any significant product recalls.

We Capitalize on Hong Kong’s Logistics and Quality-Driven Market

Our location in Hong Kong provides us with a significant competitive edge within the Asia-Pacific luxury food market. Hong Kong is recognized as a global financial and logistics hub with a highly developed infrastructure. It provides us with unique access to efficient customs clearance, multimodal transportation networks, and real-time inventory management systems. The efficiency and reliability of Hong Kong’s logistics infrastructure enable us to manage our supply chain effectively, ensuring the swift and secure delivery of our products to our customers.

In addition, consumers in Hong Kong are becoming increasingly aware of the quality and authenticity of the food and beverages they consume. There is strong demand for premium products like premium meat, luxury seafood and fine wines and spirits, which are valued for their exclusivity, provenance, and exceptional quality. The shift is driven by a growing preference for ethically sourced, sustainably produced, and traceable goods. Our blockchain traceability system directly addresses this demand by providing verifiable origin data and ensuring quality assurance aligns with consumer expectations. The region’s high per capita income and sophisticated consumer base drive demand for premium products, aligning perfectly with our business model.

We Have an Experienced Team with Clearly Defined Role

Our teams drive efficiency and client satisfaction across the supply chain. First, the procurement team leverages deep market knowledge to negotiate favorable terms with local suppliers, which are importers of premium food products, ensuring reliable access to scarce products. By cultivating long-term partnerships and diversifying sourcing channels, they secure cost advantages that benefit B2B clients.

The sales team maintains existing client relationships while expanding our client base among high-end buyers seeking premium ingredients. Their expertise in anticipating client needs — like coordinating time-sensitive deliveries for high-profile events — enhances customer retention.

Our management team is composed of industry elites with strategic vision and rich management experience. Our Executive Director, Mr. Chan Bun and Chung Tat Fai, each possesses over decades of experience in business management, enabling us to better understand market trends, develop new products, and identify and capture new business opportunities. They formulate a development strategy that leads the sustainable development and enhances the Company’s market competitiveness. We believe that their active involvement in the day-to-day operations allows them to make timely decisions when needed.

We Build a Trustworthy Brand Through Consistent Actions

Since 2015, we have accumulated deep experience as a distributor of premium food and beverage ingredients, serving luxury hotels and discerning B2B clients through tailored supply chain solutions in Hong Kong. Our brand recognition is reinforced through targeted online campaigns and participation in global food industry exhibitions, where we showcase curated products like Wagyu beef and rare wines. This multi-channel visibility positions us as a go-to partner for high-end sourcing needs.

We also integrate social responsibility into our brand identity. We actively fulfill social responsibilities through initiatives like ethical sourcing and community engagement, enhancing our reputation as a socially conscious distributor.

Growth Strategies

Expand our Customer Base.

We plan to expand our market share in the industry by cultivating new customer relationships through the continued penetration of independent restaurants, fine dining establishments, country clubs, hotels, caterers, culinary schools, and specialty food stores. We believe we have the opportunity to continue to gain market share in our existing markets by offering an extensive selection of high-end food products through our unique, collaborative, and educational sales efforts and efficient distribution solutions.

Strengthen Vertically Integrated Supply Chain

We will focus on establishing our own processing and packaging center and deploy advanced technologies such as low-temperature cold chain processing, liquid nitrogen freezing, and vacuum packaging to ensure that our products maintain optimal freshness and nutritional value during processing and transportation. In terms of warehouse management, we will adopt a smart warehouse management system to improve warehouse efficiency and accuracy through real-time monitoring and precise inventory management, thereby optimizing overall inventory turnover efficiency and reducing operating costs.

Leveraging Hong Kong’s advantages as an international logistics hub, we plan to establish partnerships with leading international logistics companies to build an efficient and globally encompassing distribution network. We will provide real-time logistics tracking services to ensure that customers can monitor the shipping status of their orders at any time. Simultaneously, we will expand our customer service team to promptly respond to and effectively resolve any issues that may arise during the logistics process, thereby ensuring customer satisfaction and minimizing potential complaints.

Enhance Premium Consumer Experience

We will establish high-end experience stores in prime locations within major cities, designed to offer consumers an immersive brand experience and a prestigious shopping environment. Each store will be staffed with experienced and knowledgeable sales associates who will provide personalized, one-on-one consultation services, guiding consumers to a deeper understanding of our product attributes and brand ethos, thereby enhancing the overall shopping experience and fostering brand affinity.

We will regularly host professional wine tasting sessions, led by seasoned sommeliers, to facilitate an in-depth exploration of the nuances of wines from diverse regions, varietals, and vintages. We will introduce a more diversified and compelling array of gift sets to cater to the varied needs of the gifting market across different occasions. Furthermore, we will offer customized service options, enabling consumers to curate personalized wine selections, complemented by professional tasting guides detailing the characteristics, tasting techniques, and food pairing suggestions for each wine, comprehensively elevating the consumer’s wine appreciation journey.

Expand Domestic and International Presence

We will actively explore business opportunities to progressively expand our influence in Mainland China and overseas markets. Within the Mainland China market, we will build upon our continued cultivation of existing markets by proactively seeking collaborations with regional distributors to achieve broader consumer reach. Concurrently, we will leverage opportunities such as participation in international food exhibitions to showcase our premium products and brand image to a global audience, thereby enhancing our brand recognition in international markets. Capitalizing on Hong Kong’s strategic advantages as an international logistics hub, we will collaborate closely with international logistics companies to establish an efficient and seamless global distribution network, and provide logistics tracking services to ensure that customers can monitor the real-time status of their product shipments, ultimately optimizing the overall customer experience.

Strengthen our sales and marketing activities.

We are continuously applying multifaceted marketing strategies, to build significant brand awareness and engage effectively with our target customer segments. To further enhance our market presence, we will intensify our sales and marketing efforts by actively participating in food exhibitions and partnering with high-end restaurants for tasting events, gathering direct feedback to refine our offerings. We also plan to collaborate with other reputable brands to broaden our market reach and elevate brand awareness. Moreover, we will strategically promote the concept of high-end ingredients to firmly establish our brand as synonymous with premium quality.

Our Suppliers

Our suppliers mainly consist of food ingredient supply companies. Since we maintain a variety of suppliers on the qualified list for different categories of supplies and can easily procure commodities from alternative suppliers at similar prices in the market, they are not reliant on any single source for procuring goods.

During fiscal years ended December 31, 2023 and 2024, we did not experience any significant disruptions to their operations due to raw material shortages, nor did we encounter any difficulties in procuring raw materials.

Below are the lists of our top five suppliers in the fiscal years ended December 31, 2023 and 2024.

•        Fiscal year ended December 31, 2023

•        Fiscal year ended December 31, 2023

•        Fiscal year ended December 31, 2024

General terms with customers

Our customers place purchase orders with us on an as-needed basis. We entered into distributorship agreements with our food and beverage (the “F&B”) related distributor customers. The material terms of our distributorship agreements with our F&B related distributor customers are summarized as follows:

Environmental Protection

Due to the nature of our business, our operational activities do not directly generate industrial pollutants. As such, we have not directly incurred any cost of compliance with applicable environmental protection rules and regulations as of the date of this prospectus and do not expect that we will directly incur significant costs for such compliance in the future.

As of the date of this prospectus, we have not come across any material non-compliance issues in respect of any applicable laws and regulations on environmental protection. We have not been subject to any administrative sanctions or penalties that have a material and adverse effect on our financial condition or business operation.

Our Employees

We employed a total of 9 full-time employees. The following table sets forth the number of its full-time employees by function as of the date of this prospectus:

We enter into employment contracts and non-disclosure agreements with our full-time employees. We believe that we maintain a good working relationship with our employees, and we have not experienced material labor disputes in the past.

Insurance

We maintain employees’ compensation insurance for our directors and employees at our office with Zurich, 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.

REGULATIONS

Our business operations are conducted in Hong Kong and are subject to Hong Kong laws and regulations. This section summarizes the most significant rules and regulations that affect our business activities in Hong Kong. In addition, this section summarizes the regulations of the Mainland China market in which the Company intends to operate.

Hong Kong

Public Health and Municipal Services Ordinance

The legal framework for food safety control in Hong Kong is set out in Part V of the Public Health and Municipal Services Ordinance (Chapter 132 of the Laws of Hong Kong) (the “Public Health Ordinance”) and the relevant sub-legislations thereunder. The Public Health Ordinance requires the manufacturers and sellers of food to ensure that their products are fit for human consumption and comply with the requirements in respect of food safety, food standards and labeling.

As the business of our Group principally involves sales of food in Hong Kong, our Group is subject to the Public Health Ordinance.

Section 50 of the Public Health Ordinance prohibits the manufacturing, advertising and sale in Hong Kong of food or drugs that are injurious to health. Anyone who fails to comply with this section commits an offence which carries a maximum penalty of HK$10,000 and imprisonment for three months.

Section 52 of the Public Health Ordinance provides that, subject to a number of defenses in section 53 of the same ordinance, if a seller sells to the prejudice of a purchaser any food or drug which is not of the nature, substance or quality of the food or drug demanded by the purchaser, the seller shall be guilty of an offence which carries a maximum penalty of HK$10,000 and imprisonment for three months.

According to section 54 of the Public Health Ordinance, any person who sells or offers or exposes for sale or has in his possession for the purpose of sale or preparation for sale or deposits with, or consigns to, any person for the purpose of sale or of preparation for sale, any food intended for, but unfit for, human consumption, or any drug intended for use by human but unfit for that purpose, shall be guilty of an offence. The maximum penalty for contravention of section 54 is a fine of HK$50,000 and imprisonment for six months.

Section 61 of the Public Health Ordinance provides that it shall be an offense for any person to give with any food or drug sold by him/her, or to display with any food or drug offered for sale by him/her, any label which falsely describes the food or drug or which is calculated to mislead as to its nature, substance or quality. Further, it shall also be an offense if any person publishes, or is a party to the publication of, an advertisement falsely describing any food or drug or that is likely to mislead as to the nature, substance or quality of any food or drug. However, the offender can rely on warranty as a defense.

Labelling Under the Food and Drugs (Composition and Labelling) Regulations (Chapter 132W of the Laws of Hong Kong), all pre-packed foods must legibly state on their packaging the following information:-

•        the food name or designation;

•        the list of ingredients;

•        the durability period;

•        statement of special conditions for storage or instruction for use;

•        name and address of manufacturer or packer; and

•        count, weight or volume

Certificate of origin

Under the Dutiable Commodities Regulations, any imported liquors for which a specific feature or characteristic is prescribed to that particular type of liquor, such as aroma, chemical properties, place of origin, production method etc., a certificate of origin shall accompany such liquor to certify the type, nature and quality of that liquor. In particular, the certificates of origin of brandy, whisky and rum shall contain all such information to enable the liquor to be readily identified.

Sale of Goods Ordinance (Chapter 26 Of The Laws Of Hong Kong)

The Sale of Goods Ordinance governs, among other things, the scope of certain implied terms or conditions and warranties generally relating to the safety and suitability of goods supplied under a contract for the sale of goods in Hong Kong. Warranties relating to the safety and suitability of goods supplied include that goods for sale must be of merchantable quality and as such are, among other things, free from defects, safe and durable. A breach of warranty by the seller under the Sale of Goods Ordinance may entitle the buyer to reject the goods, set up against the seller a diminution or extinction of the price or maintain an action against the seller for damages.

Trade Descriptions Ordinance

The Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) makes it an offence for any person, in the course of trade or business, to (i) apply for a false trade description to any goods; (ii) supply or offer to supply any goods to which a false trade description is applied; or (iii) has in his possession for sale or for any purpose of trade or manufacture any goods to which a false trade description is applied. Furthermore, pursuant to the same legislation, it is an offence for a person to import or export any goods to which a false trade description is applied.

OCCUPATIONAL SAFETY AND HEALTH ORDINANCE (CHAPTER 509 OF THE LAWS OF HONG KONG) (THE ‘‘OCCUPATIONAL SAFETY AND HEALTH ORDINANCE’’)

The Occupational Safety and Health Ordinance provides for the safety and health protection to employees in workplaces, both industrial and non-industrial.

Employers must as far as reasonably practicable ensure the safety and health in their workplaces by:

—     providing and maintaining plant and work systems that do not endanger safety or health;

—     making arrangement for ensuring safety and health in connection with the use, handling, storage or transport of plant or substances;

—     providing all necessary information, instruction, training, and supervision for ensuring safety and health;

—     providing and maintaining safe access to and egress from the workplaces; and

—     providing and maintaining a safe and healthy work environment.

Failure to comply with the above requirements constitutes an offence and the employer is liable on conviction to a fine of HK$200,000. An employer who fails to do so intentionally, knowingly or recklessly commits an offence and is liable on conviction to a fine of HK$200,000 and to imprisonment for six months.

The Commissioner for Labour may also issue improvement notices against noncompliance of the Occupational Safety and Health Ordinance or the Factories and Industrial Undertakings Ordinance or suspension notice against activity of workplace which may create imminent hazard to the employees. Failure to comply with such notices constitutes an offence punishable by a fine of HK$200,000 and HK$500,000 respectively and imprisonment of up to 12 months.

Employment Ordinance

The Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (the “EO”) provides for the protection of the wages of employees and regulates 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

The Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (the “ECO”) provides for the payment of compensation to employees injured in the course of employment. As stipulated by the ECO, an employer is required to take out an insurance policy to insure against the injury risk of his or her 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.

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

The Minimum Wage Ordinance provides for a prescribed minimum hourly wage rate (set at HK$42.1 per hour as at the date of this prospectus) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance. Any provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee by the Minimum Wage Ordinance is void.

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

Employers are required to enroll their regular employees (except for certain exempt persons) aged between at least 18 but under 65 years of age and employed for 60 days or more in a Mandatory Provident Fund (“MPF”) scheme within the first 60 days of employment.

For both employees and employers, it is mandatory to make regular contributions into a MPF scheme. For an employee, subject to the maximum and minimum levels of income (set at HK$30,000 and HK$7,100 per month, respectively, as at the date of this prospectus), an employer will deduct 5% of the relevant income on behalf of an employee as mandatory contributions to a registered MPF scheme with a ceiling (set at HK$1,500 as at the date of this prospectus). Employer will also be required to contribute an amount equivalent to 5% of an employee’s relevant income to the MPF scheme, subject only to the maximum level of income (set at HK$30,000 as at the date of this prospectus).

The Mainland China

Consumer Protection

Pursuant to the Civil Code of the PRC, promulgated by the National People’s Congress of the PRC on May 28, 2020 and became effective on January 1, 2021, in the event of damages caused to other party due to product defect, the infringed party may seek compensation from the manufacturer of the products or from the seller of the products and shall have the right to request the manufacturer and the seller to bear tortious liability such as cessation of infringement, removal of obstruction, elimination of danger, etc.

Pursuant to the Law of the PRC on the Protection of Consumers’ Right and Interests promulgated by the Standing Committee of the National People’s Congress of the PRC on October 31, 1993 and further amended on October 25, 2013 and implemented on March 15, 2014, and the PRC Law on Products Quality promulgated by the Standing Committee of the National People’s Congress of the PRC on February 22, 1993 and last amended on December 29, 2018, consumers or other victims who suffer personal injury or property losses due to product defects may demand compensation from the producer as well as the seller. Nevertheless, if the responsibility for product defects lies with the producer, the sellers have the right to recover such compensation from the producer if they take the responsibility and make the compensation, and vice versa. Violations of the PRC Law on Products Quality may result in the imposition of fines. In addition, the seller or producer may be ordered to suspend operation and its business license may be revoked. Criminal liability may be incurred in serious cases.

Food Advertisement

According to the Advertising Law of the PRC promulgated by the Standing Committee of the National People’s Congress of the PRC on October 27, 1994 and most recently revised on April 29, 2021, advertisement shall not contain any false or misleading information, and shall not deceive or mislead customers. Each advertiser, advertising agent or advertisement publisher shall, when engaging in advertising activities, comply with laws and regulations, act in good faith, and conduct fair competition. In any advertisement, where there are statements regarding the performance, function, place of origin, use, quality, ingredients, price, producer, valid period and guarantees of the product, or the content, provider, form, quality, price and guarantees of the service, such statements shall be accurate, clear and explicit. Where a false advertisement is published in violation of the provisions of the Advertising Law of the PRC, the market regulatory department shall order cessation of publishing the advertisement, order the advertiser to eliminate adverse effects within the corresponding extent, and impose a fine of not less than 3 nor more than 5 times the advertising expenses on it or if the advertising expenses are incalculable or evidently low, a fine of not less than RMB200,000 nor more than RMB1 million on it.

Food Label

Pursuant to the Administrative Measures on Food Label promulgated by the General Administration of Quality Supervision, Inspection and Quarantine of the PRC on August 27, 2007, and later revised and implemented on October 22, 2009, the food label shall state the name, production place, production date, expiry date, storage condition, net content, list of ingredients, the product standard code and manufacturer’s registered name, address and contact information. Further, for the food which requires the production license, the label should state its food production license number.

MANAGEMENT

The following table provides information regarding our executive officers and directors as of the date hereof:

The business and working experience and areas of responsibility of our directors and executive officers are set out below:

Chung Tat Fai is our Chief Financial Officer and Executive Director. Simultaneously, he is also the Sole Director and shareholder of Well Faith Business Consultants Limited, and the CFO of Oranco Inc. Mr. Chung started providing services as the interim CFO of Oranco Inc. on December 18, 2021 and officially became the CFO on September 18, 2022. Throughout his career, Mr. Chung has demonstrated significant expertise in financial management and leadership. Before joining Oranco, he served as the Finance Manager of Sino Energy International Holdings Group Limited (HKEX: 1096) from 2020 to 2022. From 2016 to 2020, Mr. Chung served as the Senior Manager of Zhonghui Anda CPA Limited. Mr. Chung also served as Manager at BDO Limited from January 5, 2015, to December 13, 2016. He held different positions at PricewaterhouseCoopers Limited (PwC) from October 24, 2005, to 2014, where he worked in the Assurance Practice and was promoted through several roles, with his last position being Manager from October 1, 2009. He also held various positions at Pentagon CPA Limited from 2004 to 2005, and at David Fong & Co., Certified Public Accountants between 2003 and 2004. Mr. Chung graduated from the University of New South Wales in Australia with a commerce degree with double majors in accounting and information systems. His professional experience and progression reflect a deep commitment to the field of finance and assurance.

Chan Bun is our Chief Executive Officer and Executive Director. Mr. Chan has acquired extensive experience in financial reporting. He was the Accounts Manager and Senior Accounts Clerk of Chest Apply (Asia) Limited from August 2018 to October 2023 and August 2015 to October 2016 respectively. He also worked for Zhu Hai Formula Racing Development (HK) Company Limited as the Senior Accounts Clerk between October 2016 and July 2018. Mr. Chan received Higher Diploma in Business Administration from the Vocational Training Council in 2015. Mr. Chan served as the Sales General Manager for King Health Investment Holdings Limited within the outsourced team in 2023. In February 2024, he held the position of Deputy General Manager of the company within the outsourced team. He was formally appointed as Finance Manager in January 2025 and promoted to General Manager in March 2025. Mr. Chan possesses extensive experience in corporate financial planning management, premium food sales, corporate market expansion, and strategic development.

Woo Kevin Lok Tin is our Independent Director. Mr. Woo is currently a Managing Associate in the Corporate practice of Ince & Co., a position he has held since August 2022. Prior to this, he was an Associate in the Corporate team of King & Wood Mallesons from September 2021 to May 2022. Mr. Woo also previously served as an Associate at Ince & Co from September 2019 to September 2021. He has extensive experience advising pre-IPO investors, listing applicants, and sponsors on initial public offerings and reverse takeovers, as well as advising both private and public companies on mergers and acquisitions, equity and debt fundraising, investment fund formation, and general corporate and securities regulatory matters. Mr. Woo received a PCLL postgraduate diploma from the University of Hong Kong in 2017, and a LLB degree with honors from the University of Birmingham in 2009.

Cheung Leung is our Independent Director. Mr. Cheung has currently been the Director of Corporate Finance Department of Hooray Capital Limited since March 20, 2023, mainly responsible for the business of the licensed corporation carrying out Type 6 (advising on corporate finance) regulated activity under the Securities and Future Ordinance of Hong Kong. Before this, he served in the position of Associate Director of the Corporate Finance Department at three different companies, respectively Akron Corporate Finance Limited from September 1, 2022, to November 18, 2022; RaffAello Capital Limited from May 3, 2021, to May 15, 2022; and Dakin Capital Limited from April 16, 2018, to April 30, 2021. Mr. Cheung has been the Assistant Vice President of the Corporate Finance Department of Guotai Junan (Hong Kong) Limited from November 5, 2012, to March 29, 2018. Mr. Cheung has also accumulated significant experience in accounting. He served as the Senior at the Audit Department at Deloitte

Touch Tohmatsu from January 3, 2012, to November 4, 2012. He also served at PKF Hong Kong Limited as the Assistant Manager II of the Audit Department from February 7, 2011, to December 30, 2011. He worked at Louis Lai & Luk Certified Public Accountants between July 27, 2009, and February 2, 2011, first as the Auditor Intermediate, and was promoted to the Audit Semi Senior on April 1, 2010. Mr. Cheung began his career as the Staff Accountant II at Shinewing (HK) CPA Limited, serving from September 3, 2007, to March 22, 2009. Mr. Cheung received a Bachelor of Business Administration (Honors) in Accountancy and Management Information Systems from the City University of Hong Kong in 2007.

So Chi Kai is our Independent Director. Mr. So has been serving as an independent non-executive director of Khoon Group Limited (HKEX: 924) since October 2023. He is also currently the Group Chief Financial Controller and Company Secretary of China Fortune Holdings Limited (HKEX: 110), where he has held leadership roles in strategic planning, financial reporting, risk management, and corporate governance since March 2018. Mr. So has extensive experience in financial reporting (including consolidated financial statements and M&A reporting), budgeting and forecasting, cash flow management, investor relations, and Hong Kong and PRC tax and compliance matters. He has participated in multiple IPO, M&A, and capital restructuring transactions, and has advised on listing rules compliance, connected transactions, and responses to HKEX and SFC inquiries. Mr. So holds a Bachelor of Arts (Honors) in Accountancy from the Hong Kong Polytechnic University. He is a member of the HKICPA and the ICAEW.

Family Relationships

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

Employment Agreements and Director Agreements

Billion Enterprise International Limited entered into separate employment agreements and director agreements with: (a) Mr. Chung Tat Fai, the Chief Financial Officer and the Executive Director, on March 16, 2025; and (b) Mr. Chan Bun, the Administrative and Finance Manager, as well as the Chief Executive Officer and the Executive Director, on January 1, 2025, respectively (collectively, the Employment Agreements and Director Agreements) (Mr. Chung Tat Fai and Mr. Chan Bun, are collectively referred to as the Named Directors and Officers). Pursuant to the Employment Agreements and Director Agreements, each of our executive officers will serve for a period of 1 year from the effective date of the registration statement. We may terminate the employment without cause at any time upon one month’s advance written notice or payment in lieu.

Pursuant to the Employment Agreement, both Mr. Chung Tat Fai and Mr. Chan Bun will receive a commencing salary of HK$20,000 per month.

Compensation of Directors and Executive Officers

For the fiscal year ended December 31, 2024, we paid an aggregate of US$Nil to our directors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.

Insider Participation Concerning Executive Compensation

Our principal shareholder, Ms. Zhang, has made all determinations regarding executive officer compensation since the inception of our Company. When our Compensation Committee is set up, it will be making all determinations regarding executive officer compensation.

Election of Officers

Our executive officers are appointed by, and serve at the discretion of, our board of directors.

Board of Directors

Composition of our Board of Directors

Our board of directors consists of 5 directors as at the date of this prospectus. A director is not required to hold any shares in our Company to qualify to serve as a director. The Corporate Governance Rules of the Nasdaq generally require that a majority of an issuer’s board of directors consist of independent directors.

Our board of directors currently consists of 2 executive directors and 3 independent directors. Our board of directors has determined that each of Woo Kevin Lok Tin, Cheung Leung, and So Chi Kai is an “independent director” as defined under the Nasdaq rules. Our board of directors will be composed of a majority of independent directors at the effectiveness of this registration statement.

Subject to the Nasdaq rules and disqualification by the chairman of the relevant board meeting, a director may vote, as a director in respect of any contract, proposed contract, arrangement, proposal or transaction notwithstanding that he may be interested therein provided such director discloses to his fellow directors the nature and extent of any material interests in respect of any contract or transaction or proposed contract or transaction and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration. A general notice given to the directors by any director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated.

Committees of the Board of Directors

Upon the SEC’s declaration of effectiveness of our registration statement on Form F-1 of which this prospectus is a part, we intend to establish an Audit Committee, a Compensation Committee and a Nomination Committee under our Board of Directors. We intend to adopt a charter for each of the three committees upon the SEC’s declaration of the effectiveness of our registration statement on Form F-1 of which this prospectus is a part. Each committee’s members and functions are described below.

Audit Committee.

Our Audit Committee will consist of our 3 independent directors, and will be chaired by So Chi Kai. We have determined that each member of our Audit Committee will satisfy the requirements of Section 303A of the Corporate Governance Rules/Rule 5605(c)(2) of the Nasdaq listing rules and meet the independence standards under Rule 10A-3 under the Exchange Act. We have determined that So Chi Kai qualifies as an “audit committee financial expert.” The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial statements of our Company. The Audit Committee is responsible for, among other things:

•        appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

•        reviewing with the independent auditors any audit problems or difficulties and management’s response;

•        discussing the annual audited financial statements with management and the independent auditors;

•        reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

•        reviewing and approving all proposed related party transactions;

•        meeting separately and periodically with management and the independent auditors; and

•        monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee.

Our Compensation Committee will consist of our 3 independent directors, and will be chaired by Cheung Leung. We have determined that each member of our Compensation Committee will satisfy the “independence” requirements of Rule 5605(c)(2) of the Nasdaq listing rules. Our Compensation Committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our Directors and Executive Officers. Our Chief Executive Officer may not be present at any committee meeting during which their compensation is deliberated upon. Our Compensation Committee is responsible for, among other things:

•        reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

•        reviewing and recommending to the shareholders for determination with respect to the compensation of our directors;

•        reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and

•        selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nomination Committee.

Our Nomination Committee will consist of our 3 independent directors, and will be chaired by Woo Kevin Lok Tin. We have determined that each member of our Nomination Committee will satisfy the “independence” requirements of Rule 5605(c)(2) of the Nasdaq listing rules. The Nomination Committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the Board and its committees. The Nomination Committee is responsible for, among other things:

•        selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

•        reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;

•        making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and

•        advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.

Code of Business Conduct and Ethics

In connection with this Offering, prior to the effectiveness of this registration statement, we will adopt a code of business conduct and ethics, which is applicable to all of our directors, executive officers and employees and is publicly available.

Duties of Directors

Under Cayman Islands law, our directors owe fiduciary duties to our company. These include, among others, a duty of loyalty, a duty to act honestly, and a duty to act in good faith in what they consider to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.

In fulfilling their duty of care to us, our directors must ensure compliance with our Post-offering memorandum and articles of association as may be amended from time to time. Our company has a right to seek damages against any director who breaches a duty owed to us.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this prospectus by our officers, directors, and 5% or greater beneficial owners of Ordinary Shares. There is no other person or group of affiliated persons known by us to beneficially own more than 5% of our Ordinary Shares. The following table assumes that none of our officers, directors or 5% or greater beneficial owners of our Ordinary Shares will purchase shares in this Offering. In addition, the following table assumes that the over-allotment option has not been exercised. Holders of our Ordinary Shares are entitled to one (1) vote per share and vote on all matters submitted to a vote of our Shareholders, except as may otherwise be required by law.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.

____________

(1)      Billion Fortune Overseas Limited, a business company incorporated under the laws of the British Virgin Islands. The registered address of Business Fortune Overseas Limited is Mandar House, 3rd Floor, Johnson’s Ghut, Tortola, British Virgin Islands.

(2)      Boss Plan Limited, a business company incorporated under the laws of the British Virgin Islands. The registered address of Boss Plan Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

RELATED PARTY TRANSACTIONS

The following is a summary of transactions since January 1, 2023 and up to the date of this prospectus to which we have been a party and in which any members of our Board of Directors, any Executive Officers, or Principal Shareholder had, has or will have a direct or indirect material interest, other than compensation arrangements which are described under the section of this prospectus captioned “Management”.

Nature of Relationships with Related Parties

Material Transactions with Related Parties

The Group entered into the following transactions with related parties for the fiscal years ended December 31, 2022, December 31, 2023 and December 31, 2024.

____________

Notes:

(i)     Harmony Alliance was a subsidiary of China Eco-farming Limited before March 31, 2024. The former holding company charged management fee to Harmony Alliance for its share of administrative services provided on group basis.

(ii)     Kingtop Asia Investment Limited charged management fee to the Group for provision of office space, supplies of electricity and water, equipment usage, human resources management and other administrative services.

The Group had the following related party balances as of January 1, 2023, December 31, 2023, December 31, 2024 and June 30, 2025:

____________

Notes:

(iii)    The Group advanced funds of HK$2,442,658 to and net off management fee payable of HK$1,315,046 to China Eco-farming Limited during the year ended December 31, 2023. The amount due from China Eco-farming Limited of HK$2,654,318 was assigned to Kingtop Asia Investment Limited during the year ended December 31, 2024.

(iv)    Billion Enterprise International Limited advanced funds of HK$186,029 to and net off management fee payable of HK$552,926 to Kingtop Asia Investment Limited during the year ended December 31, 2023. The amount due from Kingtop Asia Investment Limited of HK$260,484 was fully net off with the management fee payable during the year ended December 31, 2024.

(v)      Kingtop Asia Investment Limited advanced funds of HK$16,500 to Harmony Alliance during the year ended December 31, 2023. The Group had additional management fee payable of HK$1,323,516 (total management fee charged of HK$1,584,000, less amount being net off with receivable of HK$260,484), received funds advanced from Kingtop Asia Investment Limited of HK$8,992,843 and took up payables assigned from other former related companies of HK$13,782,038 during the year ended December 31, 2024.

(vi)    The Group had additional payable of HK$985,318 resulted from purchases from Shenzhen Shengshi Fuqiang Technology Co., Ltd. and the amount due to Shenzhen Shengshi Fuqiang Technology Co., Ltd. of HK$1,312,467 was assigned to China AF Finance Limited during the year ended December 31, 2023. There was no fund advanced from/to Shenzhen Shengshi Fuqiang Technology Co., Ltd. during the year ended December 31, 2024.

(vii)   China AF Finance Limited advanced funds of HK$3,025,911 to the Group and took up payable of HK$1,312,467 assigned from Shenzhen Shengshi Fuqiang Technology Co., Ltd. during the year ended December 31, 2023. The amount due to China AF Finance Limited of HK$10,895,156 was assigned to Kingtop Asia Investment Limited during the year ended December 31, 2024.

(viii)  There was no fund advanced from/to Skyline Top Limited during the year ended December 31, 2023. The amount due to Skyline Top Limited of HK$4,395,749 was assigned to Kingtop Asia Investment Limited during the year ended December 31, 2024.

(ix)    Wide Graceful Holdings Limited advanced funds of HK$991,000 to the Group during the year ended December 31, 2023. The amount due to Wide Graceful Holdings Limited of HK$991,000 was assigned to Kingtop Asia Investment Limited during the year ended December 31, 2024.

Policies and Procedures for Related Party Transactions

Our board of directors has created an audit committee in connection with this offering which will be tasked with review and approval of all related party transactions.

DESCRIPTION OF SHARES

We are a Cayman Islands exempted company incorporated with limited liability and our affairs are governed by our Post-offering memorandum of association (“Memorandum”) and articles of association (“Articles”), as amended or restated from time to time, and the Companies Act (as revised) of the Cayman Islands, which is referred to as the “Cayman Companies Act below”, and the common law of the Cayman Islands. A Cayman Islands exempted company:

•        is a company that conducts its business mainly outside the Cayman Islands;

•        is prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Cayman Islands (and for this purpose can affect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands);

•        does not have to hold an annual general meeting;

•        does not have to make its register of members open to inspection by shareholders of that company;

•        may obtain an undertaking against the imposition of any future taxation;

•        may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

•        may register as an exempted limited duration company; and

•        may register as a segregated portfolio company.

As of the date of this prospectus, our company’s authorized share capital is US$50,000 divided into 500,000,000 Ordinary Shares of par value US$0.0001 each. As of the date of this prospectus, 18,400,000 Ordinary Shares are issued and outstanding. Immediately upon the completion of this offering, assuming no exercise of the over-allotment option by the underwriters, there will be Ordinary Shares issued and outstanding (or Ordinary Shares if the underwriter exercises the over-allotment option to purchase additional Ordinary Shares in full).

Ordinary Shares

Our ordinary shares are issued in registered form, and are issued when registered in our register of members. Unless the board of directors determine otherwise, each holder of our ordinary shares will not receive a certificate in respect of such ordinary shares. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. We may not issue shares or warrants to bearer.

Subject to the provisions of the Cayman Companies Act and our Articles regarding redemption and purchase of the shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. No share may be issued at a discount except in accordance with the provisions of the Cayman Companies Act. The directors may refuse to accept any application for shares, and may accept any application in whole or in part, for any reason or for no reason.

At the completion of this offering, there will be 20,000,000 ordinary shares issued and outstanding. Shares sold in this offering will be delivered against payment from the underwriters upon the closing of the offering in New York, New York, on or about [•].

Dividends

The holders of our Ordinary Shares are entitled to such dividends as may be declared by our board of directors. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Our Articles provide that dividends may be out of any funds of the Company lawfully available for distribution. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose subject to the restrictions of the Cayman Companies Act, provided that in no circumstances may we pay a dividend out of share premium account if, following the date on which the dividend is proposed to be paid, our company would be unable to pay its debts as they fall due in the ordinary course of business.

Voting Rights

Any action required or permitted to be taken by the shareholders must be taken at a duly called and quorate annual or extraordinary general meeting of the shareholders entitled to vote on such action, or in lieu of a general meeting, be effected by a resolution in writing. On a poll, each shareholder is entitled to one (1) vote for each Ordinary Share on all matters that require a shareholder’s vote.

A quorum required for a meeting of shareholders consists of one or more shareholders present and holding at least one-third of the outstanding Ordinary Shares of our Company that is entitled to vote and present in person or by proxy. Shareholders may be present in person or by proxy or, if the shareholder is a legal entity, by its duly authorized representative. Shareholders’ meetings may be convened by our board of directors on its own initiative or upon a written requisition by any one or more shareholder(s) entitled to attend and vote at general shareholders’ meetings of our company holding not less than 10% of the total number of our issued and outstanding Ordinary Shares deposited at the registered office of our company. Advance notice of at least seven days is required for the convening of our annual general shareholders’ meeting and any other general shareholders’ meeting.

An ordinary resolution to be passed at a meeting by the shareholders requires, where a poll is taken, the affirmative vote of a simple majority of the votes attaching to the Ordinary Shares cast at a meeting, while a special resolution requires, where a poll is taken, the affirmative vote of not less than two-thirds of the votes attaching to the Ordinary Shares cast at a meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given. A special resolution will be required for important matters such as a change of company name or making amendments to our Memorandum or Articles. Holders of the Ordinary Shares may, among other things, subdivide or consolidate their shares by passing an ordinary resolution.

Election of directors

Directors may be appointed by an ordinary resolution of our shareholders or by a resolution of the directors of the Company

Meetings of directors

At any meeting of directors, a quorum will be present if two directors are present, unless otherwise fixed by the directors. If there is a sole director, that director shall be a quorum. A director represented by an alternate director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present. An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing by all of the directors.

Transfer of Ordinary Shares

Subject to our Articles relating to the transfer of Ordinary Shares and provided that such transfer complies with the applicable rules of the SEC, the Nasdaq and federal and state securities laws of the United States, our shareholders may transfer all or any of his or her Ordinary Shares by an instrument of transfer in a common form or any other form prescribed by the Nasdaq or otherwise approved by our board of directors.

Our board of directors may, in its absolute discretion, decline to register any transfer of any Ordinary Shares which are not fully paid up or on which the Company has a lien.

If our directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.

The registration of transfers may, on 14 clear days’ notice, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 clear days in any year as our board may determine.

Liquidation rights

If we are wound up, the shareholders may, subject to the Articles and any other sanction required by the Cayman Companies Act, pass an ordinary resolution allowing the liquidator to do either or both of the following:

(a)     to divide in specie among the shareholders the whole or any part of our assets and, for that purpose, to set such value to any assets and to determine how the division shall be carried out as between the shareholders or different classes of shareholders; and

(b)    to vest the whole or any part of the assets in trustees upon such trusts for the benefit of contributories as the liquidator shall think fit.

Calls on Shares and Forfeiture of Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 clear days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Shares

The Cayman Companies Act and our Articles permit us to purchase, redeem or otherwise acquire our own shares, subject to certain restrictions and requirements under the Cayman Companies Act, our Memorandum and Articles and any applicable requirements imposed from time to time by the Nasdaq, the SEC. In accordance with our Articles, we may issue shares may, with the sanction of a special resolution passed by the shareholders, be issued on terms that are, or at the option of our Company or the holder is liable, to be redeemed. Under the Cayman Companies Act, the repurchase of any share may be paid out of our company’s profits, out of our share premium account or out of the proceeds of a fresh issue of shares made for the purpose of such repurchase, or, if authorized by the articles of association and subject to the Cayman Companies Act, out of capital. If the repurchase proceeds are paid out of our Company’s capital, our Company must, immediately following such payment, be able to pay its debts as they fall due in the ordinary course of business. In addition, under the Cayman Companies Act, no such share may be repurchased (1) unless it is fully paid up, (2) if such repurchase would result in there no longer be any issued shares of our Company (other than shares held as treasury shares), and (3) unless the manner of repurchase (if not so authorized under the Memorandum and Articles) has first been authorized by a resolution of our shareholders. Under the Articles, our Company may repurchase its own shares on the terms and in the manner which our directors determine at the time of such repurchase. In addition, under the Cayman Companies Act, our Company may accept the surrender of any fully paid share for no consideration unless, as a result of the surrender, the surrender would result in there being no longer any issued shares of our Company (other than shares held as treasury shares).

Variations of Rights of Shares

The rights attached to any class or series of shares (unless otherwise provided by the terms of issue of the shares of that class or series), whether or not our company is being wound-up, may be varied with the consent in writing of the holders of two-thirds of the issued shares of that class or series or with the sanction of a resolution passed by at least a two-thirds majority of the holders of shares of the class or series present in person or by proxy and entitled to vote at a separate meeting of the holders of the shares of the class or series.

Changes in the number of shares we are authorized to issue and those in issue

We may from time to time by an ordinary resolution passed by our shareholders:

•        increase or reduce (by cancellation of shares that have not been taken or agreed to be taken by any person) the authorized share capital of our Company;

•        subdivide our authorized and issued shares into a larger number of shares; and

•        consolidate our authorized and issued shares into a smaller number of shares.

Issuance of Additional Shares

Our Memorandum and Articles authorize our board of directors to issue additional Ordinary Shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.

Inspection of Books and Records

Holders of our Ordinary Shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find Additional Information.”

No Preferred Shares

As of the date of this prospectus, we do not have any preferred shares authorized, issued or outstanding.

Differences in Corporate Law

The Cayman Companies Act is derived, to a large extent, from that of England and Wales but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Cayman Companies Act and the current Companies Act of England. In addition, the Cayman Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Cayman Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Mergers and Similar Arrangements

The Cayman Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies provided that the laws of the foreign jurisdiction permit such merger or consolidation. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a “consolidation” means the combination of two or more constituent companies into a new consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with, among other documents, a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the shareholders and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is affected in compliance with these statutory procedures.

A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders if a copy of the plan of merger is given to every shareholder of each subsidiary company to be merged unless that shareholder agrees otherwise. For this purpose, a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.

The consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived by the Grand Court of the Cayman Islands upon application of the constituent company that has issued the security.

Except in certain limited circumstances, a shareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting from a merger or consolidation, provided the dissenting shareholder complies strictly with the procedures set out in the Cayman Companies Act. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except to be paid the fair value of that person’s shares, to participate in all proceedings until such dissenter’s determination of fair value is reached, and the right to obtain relief on the grounds that the merger or consolidation is void or unlawful.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by seventy-five percent (75%) in value of the shareholders or class of shareholders, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

(a)     the statutory provisions as to the required majority vote have been met;

(b)    the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

(c)     the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

(d)    the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act.

When a takeover offer is made and accepted by holders of 90% of the shares affected within four months the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

If an arrangement and reconstruction is thus approved, or if a takeover offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders’ Suits

In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to apply and follow the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) which permit a non-controlling shareholder to commence a class action against, or derivative actions in the name of, a company to challenge the following:

•        an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders;

•        an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained; and

•        an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company.

In the case of a company (not being a bank) having its share capital divided into shares, the Grand Court of the Cayman Islands may, on the application of members holding not less than one fifth of the shares of the company in issue, appoint an inspector to examine the affairs of the company and to report thereon in such manner as the Grand Court shall direct.

Indemnification of Directors and Executive Officers and Limitation of Liability

The Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against the consequences of committing a crime, or against the indemnified person’s own fraud, dishonesty, willful default or willful neglect. Our Articles

provide to the extent permitted by Cayman Islands law, we shall indemnify each existing or former secretary, director (including alternate director), and any of our other officers (including an investment adviser or an administrator or liquidator) and their personal representatives against:

(a)     all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of our business or affairs or in the execution or discharge of the existing or former director (including alternate director), secretary’s or officer’s duties, powers, authorities or discretions; and

(b)    without limitation to paragraph (a) above, all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning us or our affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

No such existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty, fraud, willful default or willful neglect.

To the extent permitted by the Cayman Companies Act, we may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former director (including alternate director), secretary or any of our officers in respect of any matter identified in above on condition that the director (including alternate director), secretary or officer must repay the amount paid by us to the extent that it is ultimately found not liable to indemnify the director (including alternate director), the secretary or that officer for those legal costs.

This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and executive officers that will provide such persons with additional indemnification beyond that provided in our articles of association.

Duties of Directors

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Cayman Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our amended articles of association, as amended and restated from time to time. We have the right to seek damages where certain duties owed by any of our directors are breached.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. The Delaware General Corporation Law does not provide shareholders an express right to put any proposal before the annual meeting of shareholders, but in keeping with common law, Delaware corporations generally afford shareholders an opportunity to make proposals and nominations provided that they comply with the notice provisions in the certificate of incorporation or bylaws. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

The Cayman Companies Act does not provide shareholders any right to bring business before a meeting or requisition a general meeting. However, these rights may be provided in the company’s memorandum and articles of association. Our Memorandum and Articles do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders. As a Cayman Islands exempted company, we are not obliged by law to call shareholders’ annual general meetings.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. Cayman Islands law does not prohibit cumulative voting, but our Articles do not provide for cumulative voting. As a result, our shareholders are not afforded any fewer protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Memorandum and Articles, any of our directors may be removed by ordinary resolution of our shareholders. The office of a director of our Company shall also be vacated if the director becomes bankrupt or makes any arrangement or composition with his creditors, is found to be or becomes of unsound mind, or resigns his office by notice in writing to our Company.

Transactions with Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that are approved by its shareholders, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally.

The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper purpose and not with the effect of constituting fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a super majority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, our Company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its shareholders or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its shareholders. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our Memorandum and Articles, the rights attached to any class or series of shares may, unless otherwise provided in the Articles or the terms of issue of the shares of that class or series, be varied or abrogated with the consent in writing of the holders of two-thirds of the issued shares of that class or series, or with the sanction of a resolution passed by at least a two-thirds majority of the shares of that class or series present in person or by proxy and entitled to vote at a separate meeting of the holders of the class or series.

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s certificate of incorporation may be amended only if adopted and declared advisable by the board of directors and approved by a majority of the outstanding shares entitled to vote and the bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. Under the Cayman Companies Act, our Memorandum and Articles may be altered or amended by a special resolution of our shareholders.

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by our Memorandum and Articles on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Memorandum and Articles governing the ownership threshold above which shareholder ownership must be disclosed.

Powers to Issue Shares

Under our Memorandum and Articles, subject to any applicable provisions in our Memorandum, and without prejudice to any special rights previously conferred on the holders of existing shares, any share of our Company may be issued with such preferred, deferred, or other special rights, or such restrictions, whether in regard to dividend, voting, return of share capital or otherwise, as our Company may from time to time by special resolution determine, and subject to the Cayman Companies Act, any share of our Company may, with the sanction of a special resolution, be issued on the terms that it is, or at the option of the Company or the holder is liable, to be redeemed.

Subject as otherwise provided in our Articles, all shares for the time being and from time to time unissued shall be under the control of our board of directors, and may be re-designated, allotted, issued or otherwise disposed of in such manner, to such persons and on such terms as our board of directors, in their absolute discretion, may think fit. Our directors may issue shares in separate classes and may issue shares of any class in different series.

Anti-money Laundering — Cayman Islands

In order to comply with legislation or regulations aimed at the prevention of money laundering, we are required to adopt and maintain anti-money laundering procedures and may require subscribers to provide evidence to verify their identity and source of funds. Where permitted, and subject to certain conditions, we may also delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person.