As filed with the U.S. Securities and Exchange Commission on September 19, 2025

Registration No. 333-[            ]

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

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

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GA SAI TONG ENTERPRISE LIMITED
(Exact Name of Registrant as Specified in its Charter)

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Fifth Floor of Kam Lung Commercial Centre
No. 2 Hart Avenue, Kowloon, Hong Kong
+852-2981 1688
(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

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

GA SAI TONG ENTERPRISE LIMITED

1,300,000 CLASS A ORDINARY SHARES

This is an initial public offering (“Offering”) of Class A Ordinary Shares, par value US$0.0001 per share (“Class A Ordinary Shares”) of Ga Sai Tong Enterprise Limited (“GST Cayman”), a Cayman Islands exempted company with limited liability. We are offering 1,300,000 Class A Ordinary Shares of GST Cayman, on a firm commitment basis. No public market currently exists for our Class A Ordinary Shares. The initial public offering price is expected to be between $5.00 and $7.00 per Class A Ordinary Share. We have applied to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “GST”. At this time, Nasdaq Capital Market has not yet approved our application to list our Class A Ordinary Shares. The closing of this Offering is conditioned upon Nasdaq Capital Market’s final approval of our listing application. However, there is no assurance that this Offering will be closed and our Class A Ordinary Shares will be trading on the Nasdaq Capital Market. If the Nasdaq Capital Market does not approve our listing application this initial public offering will be terminated.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and a “foreign private issuer” and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer” and “Risk Factors” on pages 10 and 17, respectively.

Upon the completion of this Offering, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules because our Controlling Shareholders will own and hold more than 50% of our voting power.

Upon completion of this Offering, we will have a dual class ordinary share structure. Our Ordinary Shares will be divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of our Class A Ordinary Shares are entitled to one (1) vote per share and holders of our Class B Ordinary Shares are entitled to ten (10) votes per share. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. In no event shall Class B Ordinary Shares be convertible into Class A Ordinary Shares. See “Description of Share Capital — Ordinary Shares” for more details regarding our Class A Ordinary Shares and Class B Ordinary Shares.

Upon completion of this Offering, our issued and outstanding shares will consist of 12,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares. Upon completion of this Offering, our Controlling Shareholders will be the beneficial owners of an aggregate of 7,554,200 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares, respectively, which will represent an aggregate of 79.80% of the total voting power. As a result, we will be a “controlled company” as defined under corporate governance rules of Nasdaq Stock Market and, therefore, eligible for certain exemptions from the corporate governance requirements of the Nasdaq Stock Market Rules, which we intend to rely on. Furthermore, the Controlling Shareholders will be able to exert significant control over our management and affairs, including approval of significant corporate transactions. For additional information, see “Risk Factors — Risks Related to Our Shares — Our Controlling Shareholders have significant voting power and may take actions that may not be in the best interests of our other shareholders” on page 35 for further details.

We are not a Hong Kong operating company, but an offshore holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct our operations through our operating companies in Hong Kong, Akai Honoo Capital Limited (“Akai Honoo Capital”), French Fries Creativework (“French Fries Creativework”) and Wonderful Concept Investment Limited (“Wonderful Concept”) (together, “Hong Kong Operating Subsidiaries”). This is an offering of the Class A Ordinary Shares of Ga Sai Tong Enterprise Limited, the holding company in the Cayman Islands, instead of the shares of Akai Honoo Capital, French Fries Creativework and Wonder Concept. References to the “Company”, “we”, “us”, and “our” in this prospectus are to GST Cayman, the Cayman Islands entity that will issue the Class A Ordinary Shares being offered. References to Akai Honoo Capital, French Fries Creativework and Wonder Concept in this prospectus are to the Hong Kong Operating Subsidiaries operating the business and generating all of the revenue and profit stated in the consolidated financial statements of the Company. Investors in our Class A Ordinary Shares should be aware that they may never hold equity interests in the Hong Kong Operating Subsidiaries directly. Investors are purchasing equity solely in GST Cayman, our Cayman Islands holding company, which owns equity interests in the Hong Kong Operating Subsidiaries. Because of our corporate structure, we, as well as our investors are subject to unique risks due to uncertainty of the interpretation and the application of PRC laws and regulations. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. We may also be subject to sanctions imposed by PRC regulatory agencies, including the China Securities Regulatory Commission (“CSRC”), if we fail to comply with their rules and regulations. PRC regulatory authorities could disallow our operating structure in the

of the U.S., Mr. Joe Biden, which contained, among other things, an identical provision to the AHFCA Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOB inspections for two consecutive years instead of three years. On December 16, 2021, the PCAOB issued a report on its determinations that it was unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. The PCAOB made its determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfils its responsibilities under the HFCA Act. The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to the mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively. Our auditor, SRCO, C.P.A., Professional Corporation, located at East Amherst, New York, registered with the PCAOB, and has been inspected by the PCAOB on a regular basis, with the last inspection in 2023. Our auditor is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. In addition, our auditors did not appear as part of the PCAOB’s report of determinations under the lists in Appendix A or Appendix B of the report issued by the PCAOB on December 16, 2021. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong and taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the Protocol, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB Board vacated its previous determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and has resumed regular inspections since March 2023. The PCAOB is continuingly pursuing ongoing investigations and may initiate new investigations as needed The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed. As a result, the time period before the Company’s securities may be prohibited from trading or delisted has been decreased accordingly. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. See “Risk Factors — Recent joint statements by the SEC and PCAOB, Nasdaq’s proposed rule changes and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.”

We conduct all of our operations in Hong Kong through our Hong Kong Operating Subsidiaries. Our Hong Kong Operating Subsidiaries are our only operating subsidiaries located in Hong Kong. However, cash may be transmitted from our Hong Kong Operating Subsidiaries to GST Cayman and between our Hong Kong Operating Subsidiaries. For more details, refer to section captioned “Transfers of Cash To and From Our Subsidiaries.” There is no limitation on the ability to transfer cash between us, our subsidiaries, and investors. We have no cash management policies that dictate how funds are transferred between us, our subsidiaries, and investors. As of the date of this prospectus, our subsidiaries have not experienced any difficulties or limitations on their ability to transfer cash between each other; they do not maintain cash management policies or procedures dictating the amount of such funding or how funds are transferred. There can be no assurance that the PRC government will not intervene or impose restrictions to prevent the cash maintained in Hong Kong from being transferred out or restrict the deployment of the cash into our business or for the payment of dividends. See “Risk Factors — We are a holding company and our ability to pay dividends is primarily dependent upon the earnings of, and distributions by, our Hong Kong Operating Subsidiaries” on page 24, “Dividend Policy”, “Summary Consolidated Financial Data”, and “Consolidated Statements of Change in Shareholders’ Equity in the Report of Independent Registered Public Accounting Firm for further details.”

Cash may be transferred through our organization in the following manner: (i) funds are transferred to Hong Kong Operating Subsidiaries, from GST Cayman in the form of capital contributions or shareholder loans, as the case may be; and (ii) dividends or other distributions may be paid by Hong Kong Operating Subsidiaries to GST Cayman.

During the years ended December 31, 2024 and 2023, we and our Hong Kong Operating Subsidiaries have not declared nor distributed any dividend. On March 18, 2025, the Hong Kong Operating Subsidiaries declared and distributed a dividend of HK$10.7 million (approximately US$1.4 million) to their then shareholders. Save as the aforementioned, we and our Hong Kong Operating Subsidiaries have not declared nor distributed any dividend after December 31, 2024 and up to the date of this prospectus. Save as the aforementioned, during the years ended December 31, 2024 and 2023 and up to the date of this prospectus, no transfers or distributions have been made between us and our Hong Kong Operating Subsidiaries or to investors. We intend to retain all available funds and future earnings, if any, for operation and business development, however, we may pay dividends on our Class A Ordinary Shares in the foreseeable future. As we are a holding company, our ability to make dividend payments, if any, would be contingent upon our receipt of funds from our Hong Kong Operating Subsidiaries through an intermediate holding company.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 17 of this prospectus to read about factors you should consider before buying our Class A Ordinary Shares.

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(1)      Represents underwriting discounts equal to 7.0% of each Class A Ordinary Share’s public offering price.

(2)      In addition to the underwriting discounts listed above, we have agreed to pay, upon closing of this Offering, (i) a 1.0% of gross proceeds as non-accountable expense allowance, and (ii) up to $190,000 in certain underwriters’ legal counsel fees and out-of-pocket expenses. See “Underwriting” for additional information regarding total underwriter compensation.

We expect our total cash expenses for this Offering (including cash expenses payable to the underwriter for their out-of-pocket expenses) to be approximately US$966,064, exclusive of the above discounts and commissions. These payments will further reduce proceeds available to us before expenses. See “Underwriting.”

This Offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Class A Ordinary Shares if any such shares are taken. If we complete this Offering, net proceeds will be delivered to us on the closing date.

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

Bancroft Capital, LLC

The date of this prospectus is [    ], 2025.

TABLE OF CONTENTS

Through and including [    ], 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

You should rely only on the information contained in this prospectus and any related free-writing prospectus that we authorize to be distributed to you. We have not authorized any person, including any underwriter, to provide you with information different from that contained in this prospectus or any related free-writing prospectus that we authorize to be distributed to you. This prospectus is not an offer to sell, nor is it seeking an offer to buy, our Class A Ordinary Shares in any state or jurisdiction where such offer or sale is not permitted. The information in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies, regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares offered hereby. Our business, financial condition, results of operations, and prospects may have changed since that date. We do not take any responsibility for, nor do we provide any assurance as to the reliability of, any information other than the information in this prospectus and any free writing prospectus prepared by us or on our behalf. Neither the delivery of this prospectus nor the sale of our Class A Ordinary Shares means that information contained in this prospectus is correct after the date of this prospectus.

You may lose all of your investment in our Class A Ordinary Shares. If you are uncertain as to our business and operations or you are not prepared to lose all of your investment in our Class A Ordinary Shares, we strongly urge you not to purchase any of our Class A Ordinary Shares. We recommend that you consult legal, financial, tax, and other professional advisors or experts for further guidance before participating in the offering of our Class A Ordinary Shares as further detailed in this prospectus.

We do not recommend that you purchase our Class A Ordinary Shares unless you have prior experience with investments in capital markets, possess basic knowledge of the restaurant industry, and have received independent professional advice.

Market and Industry Data

This prospectus includes statistics, other data and descriptive information relating to markets, market sizes, and other industry data pertaining to our business that we have obtained from industry publications and surveys, government publications and other information available to us. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. We have not independently verified any of the data from third party sources nor have we ascertained the underlying economic assumptions relied upon therein. Market data and statistics are inherently predictive and speculative and are not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined differently, (ii) the underlying information was gathered by different methods, and (iii) different assumptions were applied in compiling the data. Accordingly, the market statistics included in this prospectus should be viewed with caution. We believe that information from these industry publications included in this prospectus is reliable.

Trademarks, Service Marks, and Trade Names

Solely for convenience, the trademarks, service marks, and trade names referred to in this prospectus are without the ® and TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks, and trade names of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Other Pertinent Information

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

•        “$” OR “US$” or “U.S. dollars” refers to the legal currency of the United States;

•        “China” or the “PRC” refers to the People’s Republic of China, including the special administrative regions of Hong Kong, Macau and Taiwan. For reference to specific laws and regulations adopted by the PRC, the definition of “China” or the “PRC” refers to the People’s Republic of China, excluding Hong Kong, Macau and Taiwan;

•        “Class A Ordinary Shares” are to the Class A ordinary shares, par value of US$0.0001 per share, of Ga Sai Tong Enterprise Limited;

•        “Class B Ordinary Shares” are to the Class B ordinary shares, par value of US$0.0001 per share, of Ga Sai Tong Enterprise Limited;

•        “Companies Act” refers to the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time;

•        “Controlling Shareholders” refer to the ultimate beneficial owner of the Company, Ga Sai Tong Limited, which is owned by Mr. Wai Kit Ng, and Ga Sai Tong Capital Limited, which is owned by the sibling of Mr. Wai Kit Ng. See “Management” and “Principal Shareholders” for more information;

•        “Cundi” refers to Cundi Solution Limited, an independent market research agency, which is an independent third party;

•        “HKD,” “HK$” or “HK Dollar(s)” refers the legal currency of Hong Kong;

•        “Hong Kong laws” refers to all applicable laws, statutes, rules, regulations, ordinances and other pronouncements having the binding effect of law in Hong Kong;

•        “Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

•        “mainland China” refers to the People’s Republic of China (excluding Hong Kong, Macau and Taiwan);

•        “Memorandum and Articles” refers to our memorandum of association and articles of association adopted at incorporation on January 15, 2025;

•        “PRC Counsel” refers to China Commercial Law Firm

•        “PRC government” or “PRC authorities”, or variations of such words or similar expressions, refer to the central, provincial, and local governments of all levels in mainland China, including regulatory and administrative authorities, agencies and commissions, or any court, tribunal or any other judicial or arbitral body in mainland China;

•        “PRC laws” or “PRC regulations,” or variations of such words or similar expressions, refers to all applicable laws, statutes, rules, regulations, ordinances and other pronouncements having the binding effect of law in mainland China;

•        “shares”, “Shares”, or “Ordinary Shares” refer to the Class A Ordinary Shares and Class B Ordinary Shares of GST Cayman;

•        “U.S.” means the United States of America; and

•        “we”, “us”, or the “Group” in this prospectus refers to GST Cayman and its subsidiaries, unless the context otherwise indicates.

GST Cayman is a holding company with operations conducted in Hong Kong through its Hong Kong Operating Subsidiaries. Our Hong Kong Operating Subsidiaries’ reporting currency is HK$. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise noted, all translations from Hong Kong dollars to U.S. dollars and from U.S. dollars to Hong Kong dollars in this prospectus were calculated at US$1= HK$7.7917 for the six months ended June 30, 2025 or US$1= HK$7.8499 as at June 30, 2025, US$1= HK$7.8191 for the six months ended June 30, 2024 or US$1= HK$7.8083 as at June 30, 2024, US$1= HK$7.8030 for the fiscal year ended December 31, 2024 or US$1= HK$7.7734 as at December 31, 2024 and US$1=HK$7.8292 for the fiscal year ended December 31, 2023 or US$1= HK$7.8098 as at December 31, 2023. No representation is made that the HK$ amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any other rate.

RISK FACTORS

Investing in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Class A Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

Risks Related to Our Business

Our financial results depend significantly on the success of our existing restaurants and new restaurants.

As of the date of this prospectus, we operate three restaurants, namely Akai Honoo, Ankoma and Kuno, located at commercial premises in Tsim Sha Tsui, Hong Kong. Our financial results depend on our ability to increase sales and manage costs in our existing and new restaurants. In particular, the success of our restaurants depends principally on our ability to increase customer traffic. However, our ability to maintain or increase customer traffic depends on a number of factors, of which are beyond our control, including competition in the industry, changes in client preferences, macroeconomic factors and customer budgeting constraints. We also face certain factors that are either wholly or partially within our control, such as our reputation, client’s experience, food ingredients costs, overhead costs and compliance costs. We cannot assure you that we can maintain our growth in revenue in the future and failure to do so may materially and adversely affect our financial condition and results of operations.

The number and timing of opening of new restaurants and their contribution to our growth are subject to a number of risks and uncertainties. Delays or failures in opening new restaurants could materially and adversely affect our financial and operating results. We may not be able to find quality locations and secure leases on commercially reasonable terms and accurately estimate expected consumer demand in new locations. We may also encounter delays when applying for relevant material licenses during the approval process, such as the general restaurant license and liquor license. We may encounter difficulty in obtain adequate financing for development and opening costs. There is also no guarantee that we can secure adequate food ingredients suppliers. Even if we were able to open additional restaurants, these new restaurants may not be profitable or have results comparable to our existing restaurants for a period of time. Such growth strategy and the substantial efforts devoted may cause our operating results to deteriorate. Furthermore, clients may not be familiar with our brands and we may have to build brand awareness of our new restaurant through vigorous advertising and promotional activities, which may result in higher marketing expenses than originally budgeted. We may also encounter difficulty in hiring and motivating qualified employees, such as head chefs who share our business philosophy and culture. There can be no assurance that we will be able to maintain our profitability as we continue to expand our portfolio of restaurants.

We may not be able to successfully manage and market our restaurants and any damage to our brands could materially and adversely affect our business and results of operations.

Our restaurants are individually operated under their own brands. We believe our success depends substantially on our ability to deliver innovative cuisines of consistent high quality. Each of our restaurants is managed by its own head chef. As competition for renowned chefs is intense, there is no assurance that we would be able to retain them on their existing employment/cooperation terms, nor can we guarantee that we would be able to hire a replacement or promote chefs to assume that position from our existing staff. The unavailability of renowned chefs may hinder the business development of our restaurants and may adversely affect our business and results of operation.

As the cuisine of each of our restaurants is different, it may be difficult for us to promote our corporate image as a group. We may have to put in additional resources to boost our unified corporate image. Our management may have to devote their attention to promotion and management of each of our restaurants, which may result in diversion of our managerial and operation resources in order to maintain the popularity and client interests in each of our restaurants. If we fail to manage our restaurants successful, our business and results of operations may be materially and adversely affected.

As we continue to expand restaurants, it may be difficult to maintain quality and consistency of our dishes. We cannot assure you that client confidence and interest in our restaurants will not diminish. Any incident that erodes client trust such as a food safety incident or an adverse media report, could significantly affect our reputation. If clients perceive a reduction in food quality or service standards or are unsatisfied with our menus, it would have a negative impact on our brand value which may materially and adversely affect our business and results of operations.

If we are unable to obtain sufficient funding for our new restaurants, our business and growth prospects may be severely hindered.

In the future, we may require additional cash resources to finance our continued growth or future developments, such as opening new restaurants, renovation or any other investment opportunities that we may from time to time come across. The amount and timing of such additional financing needs will depend on the timing of opening new restaurants, investment and amount of cashflow from our operations. If we do not have sufficient cash resources, we may seek additional financing such as equity or debt financing. The incurrence of indebtedness may affect our liquidity and our financial conditions may be materially and adversely affected. We cannot assure you that in the future we will be able to obtain sufficient financing or on terms acceptable to us, which may affect our business and results of operations.

Our bank borrowings contain repayable on demand clause, which if the lender exercises the right, may materially and adversely affect our liquidity and financial conditions

As of June 30, 2025, December 31, 2024 and 2023, our bank borrowings amounted to US$1.5 million, US$1.6 million and US$2.0 million, while our cash amounted to US$1.5 million, US$0.4 million and USS$0.07 million, respectively. Our bank borrowings contain a repayable on demand clause, which gives the lender an unconditional right to call the loan at any time. If the lender calls the loan and we are unable to secure credit facilities from alternative lenders, our liquidity and financial conditions may be materially and adversely affected. We cannot assure you that in the future we will be able to obtain sufficient financing or on terms acceptable to us, which may affect our business and results of operations.

The lack of attractive locations, increase in rental expenses and failure to renew existing leases of our leased properties may adversely affect our business and operating results.

We consider establishing our restaurants in attractive locations essential to reaching a broader range of target clients. We believe that carefully selecting the locations of our restaurants enables us to establish the image of operating high-end restaurants and capture market share in a highly-competitive restaurant industry. We cannot assure you that we would be able to identify and secure suitable premises for our restaurants on reasonable commercial. There is no assurance that we would be able to renew our existing lease agreements on existing or favorable terms. Unforeseen rental increases may prevent us from renewing our existing lease agreements on terms acceptable to us or we may have to renew such lease with higher rent or less favorable terms, which may increase our operating cost. In such event, our expansion or relocation plans may be delayed or terminated, which may have an adverse effect on our business and results of operations.

Instances of food contamination and any failure to maintain effective quality control procedures of our restaurants could harm our reputation and adversely affect our business.

Our business is susceptible to the risk of food poisoning and food safety is essential to our success. The head chefs of each restaurant monitor all the food processing procedures to ensure food safety and we only source food ingredients from quality reputable ingredient suppliers. However, we cannot guarantee that the measures taken by us in relation to food safety are effective to fully prevent food contamination. For instance, food contamination incidents can be caused by third party food suppliers or for other reasons which are beyond our control. Any food contamination incidents or adverse reports in the media on one or more instances of food contamination in our restaurants could materially harm our reputation, and could negatively affect our restaurant sales, force the suspension of our restaurant’s operation by relevant government authorities and conceivably have a large impact if highly publicized. In such event, our business reputation may be significantly affected, which may have an adverse impact on our business and operating results.

Our business is heavily dependent on the macroeconomic conditions of Hong Kong.

We generate all of our revenue from operations in Hong Kong. As we operate mid-to-high end restaurants, our growth is closely related to the macroeconomic conditions of Hong Kong. Any deterioration in Hong Kong’s economy may lead to contraction of consumer’s expenditure on food, fear of a recession and decrease in consumer confidence. These factors may lead to a reduction in customer traffic and average spending per client at our restaurants, which could materially and adversely affect our business and results of operations.

Our business could be adversely affected by difficulties in retaining our staff and rising labor costs.

We rely on our staff to provide quality cuisine and services to our clients. We heavily rely on the skillset of our head chefs to deliver the highest quality and inspiring dishes to our guests. Our restaurants are also supported by a number of chefs and supporting staff. There is no assurance that we can motivate and retain a sufficient number of employees at a commercially reasonable cost. As competition for qualified individuals in the restaurant industry is intense, there is no assurance that we will not experience difficult in recruiting and training qualified employees. Failure to retain sufficient qualified employees may result in higher employee turnover or delay planned new restaurant openings, which could have a material adverse impact on our business and results of operations.

The salary levels of employees in the restaurant industry in Hong Kong have been increasing in the past few years. We cannot assure you that the salaries of our employees will not increase in the future. We may have to increase the salaries of our staff to compete with our competitors in retaining qualified employees. Due to intense competition in the restaurant industry, we may not be able to increase the prices of our dishes or pass the increased labor costs to our customers, in which case our profit margins would diminish and our financials and results of operations may be adversely affected.

We rely on our key management and professional staff, the loss of whom may affect our operations.

Our Group has an experienced and competent management team that is responsible for directing and managing our daily operations, overseeing our financial condition and performance, and formulating our business strategies. Leveraging on their experience and networks in the industry, we have been successfully expanding our business. However, we cannot assure you that we can retain the services of our key management and find suitable replacements if any of them terminates his or her engagement with us, given the intense competition for experienced and competent personnel in the industry. Other than our key management, we also rely on our professional staff in different business operations to implement our business strategies, provide quality services to clients, maintain relationship with clients and procure new clients. A loss of our professional staff and failure to recruit suitable replacements will materially and adversely affect our business operations.

Our operations are susceptible to increases in purchase costs for food and beverage ingredients, which could adversely affect our profitability and results of operations.

A substantial portion of our costs of service is from food and beverage ingredients. Our profitability depends significantly on our ability to anticipate and react to changes in the purchase cost of food and beverage ingredients and maintain reliable and stable sources. Fluctuation in the costs of food and beverage ingredients caused by supply and demand, or other external conditions beyond our control such as climate and environmental conditions where the weather conditions or natural events or disasters may affect expected harvests, increase in transportation cost, war, global demand, government regulations or exchange rates.

Our suppliers may also be affected by increases in the costs to produce the goods and services supplied to us, rising staff cost and other expenses that they pass through to their customers, which could result in an increase in the costs of the goods and services supplied to us. There is no assurance that our key suppliers will continue to provide us with raw materials at reasonable prices, or that our raw material prices will remain stable in the future, and if we are unable to manage these costs or to increase the prices of our products or services, it may have adverse impact on our future profit margin.

If our suppliers fail to deliver at competitive prices or in a timely manner, we may experience supply shortages and increased costs.

The ability to source quality ingredients at competitive prices in a timely manner is crucial to our business. Our capability to maintain consistent quality and our menu offerings throughout our restaurants depends in part upon our ability to acquire fresh and quality products from reliable sources that meet our specification and in sufficient quantities. However, we do not enter into long-term agreements with our suppliers. The purchase prices with our food ingredients suppliers are typically set at a fixed price by way of purchase orders. Although we have not experienced any material delays or interruptions in securing the supply of food ingredients from our key suppliers, there can be no assurance that we will be able to maintain business relationships with our key suppliers to provide ingredients of sufficient quality.

Any disruption in our food supplies can occur for a variety of reasons, many of which are beyond our control, including unanticipated demand, adverse weather conditions, natural disasters, diseases such as Avian Flu, Mad Cow Disease and African Swine Fever, epidemics such as COVID-19, suppliers ceasing operations or unexpected production shortages. In addition, we cannot assure you that our current supplies may always be able to live up to our quality specifications in the future. In the event that our suppliers fail to deliver supplies of acceptable quality to us in a timely manner or in the event that the conditions of perishable food ingredients deteriorate due to delays, malfunction of storage facilities or inappropriate handling in the course of delivery, we cannot assure you that we will be able to find suitable replacement of suppliers in a short period of time. Such an occurrence could increase our costs of services, causing food supply shortage, as well as deterioration of quality at our restaurants which, in turn, may cause us to remove certain items from the menus of one or more restaurants or suspend operation of one or more restaurants, thus adversely affecting our business and resulting in a material decrease in revenue.

We require various approvals, licenses and permits to operate our restaurant business and any failure to obtain or renew any of these approvals, licenses and permits could materially and adversely affect our business and results of operation.

We are required to comply with all relevant government regulations. In respect of our restaurants in Hong Kong, we are required to obtain: (i) a general restaurant license for operating a restaurant business; and (ii) a liquor license (if applicable) for the sale of liquor on the premises. The general restaurant license is typically granted for a period of one year, subject to continuous compliance with the relevant requirements. A liquor license is usually granted for a period of one year or less, subject to continuous compliance with the relevant requirements. For the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, and up to the date of this prospectus, we have obtained all relevant approvals, licenses and permits to operate our restaurant business.

Complying with government regulations may require substantial expenses, and any non-compliance may expose us to liabilities. In case of any non-compliance, we may have to incur significant expense and divert substantial management time to resolving any deficiencies. We may also experience adverse publicity arising from such non-compliance with government regulations that negatively impacts our brand.

We may experience difficulties or failures in obtaining the necessary approvals, licenses and permits for new restaurants. In addition, there can be no assurance that we will be able to obtain and/or renew all of the approvals, licenses and permits required for our existing business operations upon expiration in a timely manner or at all. If we cannot obtain and/or maintain all licenses required by us to operate our business, our ongoing business could be interrupted or limited and we may also be subject to fines and penalties, which could materially and adversely affect our business and results of operation.

Events that disrupt our operations such as fires, floods or other natural or man-made disasters may materially and adversely affect our business and results of operations.

Our operations are vulnerable to interruption by fires, floods, typhoons, power failures and power shortages, hardware and software failures, computer viruses, terrorist attacks, epidemics and other events beyond our control. Our business is also dependent on prompt delivery and transport of food ingredients and beverages we use and serve at our restaurants. Certain events, such as adverse weather conditions, natural disasters, severe traffic accidents and delays and labor strikes could also lead to delayed or lost deliveries of supplies to our restaurants, which may result in loss of revenue. Perishable supplies may deteriorate due to delivery delays, malfunctioning of storage or poor handling during transportation by our suppliers. This may result in our failure to provide quality food and services to our customers, thereby adversely affecting our business and damaging our reputation. Fires, floods, earthquakes and terrorist attacks may lead to evacuations and other disruptions in our operations, which may also prevent us from providing quality food and service to customers for an indefinite period of time, thereby affecting our business and damaging our reputation. Any such event could materially and adversely affect our business and results of operations.

We may not be able to detect, deter and prevent all instances of fraud or other misconduct committed by our staff, clients or other third parties.

As we operate in the restaurant industry, we usually receive and handle certain amounts of cash in our daily operations. We are not aware of any instances of fraud, theft and other misconduct involving staff, clients and other third parties that had any material adverse impact on our business and results of operations. However, we cannot assure

you that we have detected all past incidents or there will not be any such instances in the future. We may be unable to prevent, detect or deter all instances of misconduct. Any misconduct committed against our interests, which may include past acts that have gone undetected, could subject us to financial losses, reputational harm and may have a material adverse effect on our business and results of operations.

Our insurance policies may not provide sufficient coverage for all claims against our business operations

We have obtained insurance policies that we believe are necessary under the laws of Hong Kong and customary for businesses of our scale and type and in line with standard commercial practice. However, there are certain types of losses we may incur that we cannot insure against or that we believe are not commercially reasonable to insure, such as loss of reputation. If we were held liable for uninsured losses or amounts and claims for insured losses exceeding the limits of our insurance coverage, our business and results of operations may be materially and adversely affected.

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

Although we have not been subject to any litigation, pending or threatened, alleging infringement of third parties’ intellectual property rights, we cannot assure you that such infringement claims will not be asserted against us in the future. Third parties may own copyrights, trademarks, trade secrets, ticker symbols, internet content, and other intellectual properties that are similar to ours in jurisdictions where we currently have no active operations. If we expand our business to or engage in other commercial activities in those jurisdictions using our own copyrights, trademarks, trade secrets, and internet content, we may not be able to use these intellectual properties or face potential lawsuits from those third parties and incur substantial losses if we fail to defend ourselves in those lawsuits.

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

Information technology system failures or breaches of our network security could interrupt our operations and adversely affect our business.

We rely on our computer systems and network infrastructure across our operations to monitor the daily operations of our restaurants and to collect accurate up-to-date operating and financial data for business analysis. Any damage or failure of our computer systems or network infrastructure that causes an interruption in our operations could have a material adverse effect on our business and results of operations.

We also receive and maintain certain personal information about our guests when accepting credit cards for payment. If our network security is compromised and such information is stolen or obtained by unauthorized persons or used inappropriately, we may become subject to litigation or other proceedings brought by cardholders and financial institutions that issue credit cards. Any such proceedings could distract our management from running our business and cause us to incur significant unplanned losses and expenses. Consumer perception of our brand could also be negatively affected by these events, which could further adversely affect our business and results of operations.

We may be subject to litigation, arbitration or other legal proceeding risk.

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

The wars in Ukraine and in the Middle East could materially and adversely affect our business and results of operations.

The outbreak of wars in Ukraine and the Middle East has already affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s military incursion and the conflict in the Middle East and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the global markets, our customers’ businesses and potentially our business. As at the date of this prospectus, to the best knowledge of the Company, we and our Hong Kong Operating Subsidiaries (i) do not have any direct business or contracts with any Russian, Ukraine, or Middle East entity as a supplier or customer, (ii) do not have any knowledge whether any our clients or suppliers has any direct business or contracts with any Russian entity, (iii) our business lines of service, projects, or operations were not materially impacted by disruptions caused the war in Ukraine and in the Middle East for the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023, and (iv) have not been financially affected by the wars in Ukraine and the Middle East. 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 or further escalation in the war in the Middle East may magnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine and in the Middle East, 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 our business, financial condition, results of operations, and prospects.

We do not anticipate any new or heightened risk of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine and the war in the Middle East, and we have not taken any actions to mitigate such potential risks. We will continue to monitor any potential risks that might arise due to the war in Ukraine and in the Middle East which are specific to the Company, including but not limited to risks related to cybersecurity, sanctions, and supply chain, suppliers, or service providers in affected regions as well as risks connected with ongoing or halted operations or investments in affected regions.

Our results of operation may be materially and adversely affected by a downturn in Hong Kong, mainland China or the global economy.

A substantial part of our operations is currently located in Hong Kong, and the majority of our revenue was generated in Hong Kong for the six months ended June 30, 2025 and the years ended December 31, 2024 and 2023. Nevertheless, our business, prospects, financial condition and results of operations may be influenced to a significant degree by the political, economic and social conditions in Hong Kong and mainland China generally and by the continued economic growth in Hong Kong and mainland China as a whole. While the mainland China economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall mainland China economy, but may have a negative effect on us.

The rapid growth of the mainland China economy has decelerated gradually over the years and may continue. There exists uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and the PRC, before 2020. Unrest, terrorist threats and the potential for war in the Middle East and elsewhere may increase market volatility across the globe. Any prolonged slowdown in the global or the Chinese economy may affect potential customers’ confidence in the financial market as a whole and have a negative impact on our financial condition. Further, recent global economic conditions including inflationary pressures and high interest rate, have affected our profitability in Hong Kong and mainland China. Continued pressure from global economic conditions may affect the Hong Kong and mainland China markets in the future and in turn, may affect our operations. For example, the continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs. We cannot assure that there will not be any unfavorable changes in the Hong Kong and mainland China economies that could impact the industries in which we operate, which could in turn diminish the demand for our restaurant offerings.

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

We have engaged Cundi to prepare a commissioned industry report that analyzes the Hong Kong restaurant industry. Information and data relating to the Hong Kong restaurant industry have been derived from Cundi’s industry report. Statistical data included in the Cundi report also include projections based on a number of assumptions. The Hong Kong restaurant industry may not grow at the rate projected by market data, or at all. Any failure of the Hong Kong restaurant industry to grow at the projected rate may have a material adverse effect on our business and the market price of our Class A Ordinary Shares. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

We have not independently verified the data and information contained in the Cundi report or any third-party publications and reports Cundi has relied on in preparing its report. Data and information contained in such third-party publications and reports may be collected using third-party methodologies, which may differ from the data collection methods used by us. In addition, these industry publications and reports generally indicate that the information contained therein is believed to be reliable, but do not guarantee the accuracy and completeness of such information.

Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud.

Prior to filing this registration statement of which this prospectus is a part, we were a private company with limited accounting personnel and resources to address our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the audits of our consolidated financial statements for the years ended December 31, 2024 and 2023, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting as well as other control deficiencies for the above mentioned periods. The material weakness identified is related to (i) inadequate segregation of duties for certain key functions due to limited staff and resources; and (ii) a lack of independent directors and an audit committee. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting. There is a reasonable possibility that a material misstatement in our annual or interim financial statements may not be prevented or detected on a timely basis.

We intend to implement measures designed to improve our internal control over financial reporting to address the underlying causes of these material weaknesses, including (i) hiring more qualified staff to fill up the key roles in the operations; (ii) appointing independent directors; (iii) establishing an audit committee; and (iv) strengthening our corporate governance. We intend to implement the above measures prior to the listing and we expect the remediation to be completed upon listing.

Effective internal control over financial reporting is important to prevent fraud. The market for and trading price of our Class A Ordinary Shares may be materially and adversely affected if we do not have effective internal controls. We may not be able to discover problems in a timely manner and our current and potential shareholders may lose confidence in our financial reporting, which may harm our business and the trading price of our Class A Ordinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing our Class A Ordinary Shares and may make it more difficult for us to raise funds in debt or equity financing. Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, our share price may decline and we may be unable to maintain compliance with the Nasdaq rules.

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

Our current management team lacks experience in managing a U.S. publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to U.S. public companies. Prior to the completion of this Offering, we were a private company mainly operating our businesses in Hong Kong. As a result of this Offering, our Company will become subject to significant regulatory oversight and reporting

obligations under the federal securities laws and the scrutiny of securities analysts and investors, and our management currently has no experience in complying with such laws, regulations and obligations. Our management team may not successfully or efficiently manage our transition to becoming a U.S. public company. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

We are a holding company and our ability to pay dividends is primarily dependent upon the earnings of, and distributions by, our Hong Kong Operating Subsidiaries.

The Class A Ordinary Shares offered in this prospectus are those of GST Cayman. GST Cayman is an exempted company incorporated under the laws of the Cayman Islands with limited liability. A substantial part of our business operations are conducted through our Hong Kong Operating Subsidiaries, and hence, our revenues are contributed by our Hong Kong Operating Subsidiaries. Although we have paid dividends to our shareholders in the past, we intend to retain all available funds and future earnings, if any, for operation and business development, however, we may pay dividends on our Class A Ordinary Shares in the foreseeable future. See “Dividend Policy”.

Our ability to pay dividends to our shareholders is primarily dependent upon the earnings of our Hong Kong Operating Subsidiaries and their distribution of funds to us, primarily in the form of dividends. The ability of our Hong Kong Operating subsidiaries to make distributions to us depends upon, among others, their distributable earnings. Under Hong Kong law, dividends may only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or other distributable reserves. Dividends cannot be paid out of share capital. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between the Company and its subsidiaries, across borders and to U.S. investors, nor are there any restrictions or limitations on distributing earnings from our business and subsidiaries to the Company and U.S. investors. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.

The amounts of distributions that any of GST Cayman’s subsidiaries declared and made in the past are not indicative of the dividends that we may pay in the future. There is no assurance that we will be able to declare or distribute any dividend in the future.

Risks Related to Doing Business in Hong Kong

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

Hong Kong is a Special Administrative Region of the PRC and enjoys a high degree of autonomy under the “one country, two systems” principle. The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current political situation will remain in effect for 50 years. Hong Kong has enjoyed the freedom to function in a high degree of autonomy for its affairs, including currencies, immigration and custom, independent judiciary system and parliamentary system. However, we cannot guarantee that the implementation of the “one country, two systems” principle and the level of autonomy as currently in place will continue in the future. Any changes in the state of political environment in Hong Kong may materially and adversely affect our business and operation. 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.

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

GST Cayman is incorporated under the laws of the Cayman Islands, but all of our operations and assets are held by our Hong Kong Operating Subsidiaries in Hong Kong. In addition, all of our senior executive officers and directors reside within Hong Kong for a significant portion of the time. As a result, it may be difficult or impossible for investors to effect service of process on us inside Hong Kong. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against

us and our officers and directors. Moreover, there is uncertainty as to whether the courts of the Hong Kong would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state.

David Fong & Co., Solicitors, our counsel as to Hong Kong law, has advised us that there is currently no arrangement providing for the reciprocal enforcement of judgements between Hong Kong and the United States, and judgments of United States courts will not be directly enforced in Hong Kong. However, under common law, a foreign judgment (including one from federal or state court in the United States) obtained against the Company may generally be treated by the courts of Hong Kong as a cause of action in itself and sued upon as a debt between the parties. In a common law action for enforcement of a foreign judgment, the judgment creditor has to prove that (i) the judgment is in personal; (ii) the judgment is in the nature of a monetary award; (iii) the judgment is final and conclusive on the merits and has not been stayed or satisfied in full; and (iv) the judgement is from a court of competent jurisdiction. The defenses available to the defendant in a common law action for enforcement of a foreign judgment include breach of natural justice, fraud and contrary to public policy of Hong Kong. In order to enforce the foreign judgment at common law, fresh proceedings must be initiated in Hong Kong, which involves issuing a Writ of Summons and Statement of Claim attaching the foreign judgment as proof of the debt.

Recent joint statements by the SEC and PCAOB, Nasdaq’s proposed rule changes and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements of the HFCA Act.

On June 22, 2021, the U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years.

On November 5, 2021, the PCAOB approved a new rule, PCAOB Rule 6100, Board Determinations Under the HFCA Act to provide a framework for its determinations under the HFCA Act that the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. The rule establishes the manner of the PCAOB’s determinations; the factors the PCAOB will evaluate and the documents and information the PCAOB will consider when assessing whether a determination is warranted; the form, public availability, effective date, and duration of such determinations; and the process by which the Board will reaffirm, modify, or vacate any such determinations.

In December 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. Also, on December 16, 2021, pursuant to the HFCA Act, the PCAOB issued a Determination Report which determined that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of PRC, because of positions taken by PRC authorities in those jurisdictions. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations.

On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and the PCAOB signed the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB Board vacated its previous determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of

our, and our auditor’s, control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and resumed regular inspections since March 2023. The PCAOB is continuingly pursuing ongoing investigations and may initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed.

On December 23, 2022, the AHFCA Act was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. As a result, the time period before the Company’s securities may be prohibited from trading or delisted has been decreased accordingly.

On December 29, 2022, the Consolidated Appropriations Act was signed into law by the former President of the U.S., Mr. Joe Biden, which contained, among other things, an identical provision to the AHFCA Act and amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on a national securities exchange or in the over-the-counter market in the United States if its auditor is not subject to PCAOB inspections for two consecutive years instead of three years.

Our auditor, SRCO, C.P.A., Professional Corporation, is an independent registered public accounting firm that issues the audit report included elsewhere in this prospectus and is headquartered in Hong Kong and has been inspected by the PCAOB on a regular basis, with the last inspection in 2023 As an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, it is subject to 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 and the PCAOB is able to inspect our auditor in relation to our U.S. listing. However, there is no assurance that future audit reports will be prepared by auditors able to be inspected by the PCAOB and therefore, in the future, you may be deprived of the benefits of such inspection. As such, trading in our securities may be prohibited under the HFCA Act if the PCAOB determines that it cannot inspect or investigate completely our auditor, and as a result our securities may be delisted. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future which would prevent the PCAOB from continuing to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong, the PCAOB Board will consider the need to issue a new determination. Our securities may be delisted or prohibited from trading if the PCAOB determines that it cannot inspect or investigate completely our auditor under the HFCA Act.

Uncertainties with respect to the PRC legal system, including risks and uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in the PRC with little advance notice could result in a material change in our operations and/or the value of the securities we are registering for sale.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations. The PRC legal system is based on written statutes and their legal interpretations by the Standing Committee of the National People’s Congress, or NPCSC. Previous court decisions may be cited for reference but have limited precedential value. Since 1979, the PRC government has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, as these laws and regulations are relatively new, and due to the limited volume of published cases and their non-binding nature, interpretation and enforcement of these laws and regulations involve uncertainties. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable, with little advance notice which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. It is also uncertain whether having all of our directors and officers located in Hong Kong will subject us to the oversight of the Chinese authorities in the future.

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 a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until some time after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

The PRC government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of the securities we are registering for sale.

GST Cayman is a holding company and we conduct our operations through our Hong Kong Operating Subsidiaries in Hong Kong. The PRC government may choose to exercise significant oversight and discretion, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in mainland China are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in mainland China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

•        delay or impede our development;

•        result in negative publicity or increase our operating costs;

•        require significant management time and attention; and

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

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our restaurant offerings, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented and if the PRC government chooses to exercise such significant oversight and discretion over the conduct of our business and may intervene or influence or control our operations at any time. Such government actions could result in a material change in our operations and/or the value of the securities we are registering for sale; could significantly limit or completely hinder our ability to continue our operations; could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors; and may cause the value of our securities to significantly decline or be worthless.

Previous statements by the PRC government have indicated an intent to exert more exert oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. On December 28, 2021, the CAC, the NDRC and several other administrations jointly adopted and published the New Measures, which came into effect on February 15, 2022. According to the New Measures, if an “operator of critical information infrastructure” or “network platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Our business belongs to the electronic components/sensors industry, which does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. As a result, the likelihood of us being subject to the review of the CAC is remote.

On February 17, 2023, the CSRC issued the Trial Administrative, which became effective on March 31, 2023. On the same date of the issuance of the Trial Measures, the CSRC circulated the Guidance Rules and Notice. According to the Trial Measures, together with the Guidance Rules and Notice, a domestic company in the PRC that seeks to offer and list securities on overseas markets shall fulfill the filing procedures with the CSRC as per requirement of the Trial Measures within 3 working days after the relevant application is submitted overseas. The Trial Measures also provides that only if the issuer meets both of the following criteria at the same time, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. In light of the foregoing, our PRC counsel has advised us that the listing of our Class A Ordinary Shares on Nasdaq does not constitute an “indirect overseas offering and listing by PRC domestic companies” and that we are not required to complete the filing procedures as stipulated by the Trial Measures because the Company’s operating revenue, total profit, total assets and net assets are

not obtained from or located in mainland China, the main parts of the Company’s business activities are not carried out in mainland China, its main place of business is not located in mainland China, and none of the members of the senior management team in charge of our business operation and management are Chinese citizens or domiciled in mainland China.

As of the date of this prospectus, our registered public offering in the U.S. is not subject to the review nor prior approval of the CAC or the CSRC. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations may restrict or otherwise unfavorably impact our ability to conduct business and may require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities.

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 that we are required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations, significantly limit or completely hinder our ability to offer our Class A Ordinary Shares to investors and cause the value of such Class A Ordinary Shares to significantly decline or become worthless.

In light of recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, we may be subject to a variety of PRC laws and other obligations regarding data protection and any other rules, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business and the Offering.

Our operations are located in Hong Kong. Our Hong Kong Operating Subsidiaries may collect and store certain data (including certain personal information) from our clients for “Know Your Customers” purposes, who may be PRC individuals. As such, we may be subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data. These laws apply not only to third party transactions, but also other parties with which we have commercial relations. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.

The PRC regulatory requirements regarding cybersecurity are evolving. For instance, various regulatory bodies in the PRC, including the CAC, the Ministry of Public Security, and the State Administration for Market Regulation (“SAMR”), have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. The Cybersecurity Law, which was adopted by the National People’s Congress on November 7, 2016, and the New Measures, which came into effect on February 15, 2022, provide that personal information and important data collected and generated by a critical information infrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products and services that affect or may affect national security, it will be subject to cybersecurity review by the CAC. On June 10, 2021, the NPCSC promulgated the Data Security Law, which took effect on September 1, 2021. The Data Security Law requires that data shall not be collected by theft or other illegal means, and also provides for a data classification and hierarchical protection system. The data classification and hierarchical protection system puts data into different groups according to its importance in economic and social development, and the damages it may cause to national security, public interests, or the legitimate rights and interests of individuals and organizations in case the data is falsified, damaged, disclosed, illegally obtained or illegally used. If any of our data processing activities conducted after the Data Security Law became effective were found to be not in compliance with this law, we could be ordered to make corrections, and under certain serious circumstances, such as severe data divulgence, we could be subject to penalties, including the revocation of our business licenses or other permits. Furthermore, the recently issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law require (i) speeding up the revision of the provisions on strengthening the confidentiality and archives management relating to overseas issuance and listing of securities and (ii) improving the laws and regulations relating to data security, cross-border data flow, and management of confidential information. As there remain uncertainties regarding the further interpretation and implementation of

those laws and regulations, we cannot assure you that we will be compliant such new regulations in all respects, and we may be ordered to rectify and terminate any actions that are deemed illegal by the regulatory authorities and become subject to fines and other sanctions.

Pursuant to the advice from David Fong & Co., Solicitors, pursuant to the Basic Law of Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong). Our PRC Counsel has advised us that as of the date of this prospectus, we are not required to obtain any permissions by including the CSRC, CAC or any other PRC authorities for our operations or issue our Class A Ordinary Shares including the Class A Ordinary Shares being registered for sale to foreign investors under existing PRC laws and regulations, and have not received any requirement or were denied such permissions or approvals by any PRC authorities. According to the New Measures, if an “operator of critical information infrastructure” or “network platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. The New Measures further elaborates the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. As of the date of this prospectus, neither the Company nor its Hong Kong Operating Subsidiaries possess a large amount of personal information in their business operations or is recognized as an “operator of critical information infrastructure” by any authentic authority. Therefore, we do not believe that Hong Kong Operating Subsidiaries are deemed to be an “operator of critical information infrastructure,” or “network platform operator” controlling personal information of no less than one million users. We are required to collect and retain some basic information furnished by our clients, suppliers and employees in accordance with prevailing business practices, but we do not handle a large amount of personal and confidential data in the ordinary course of business. As of the date of this prospectus, we have not been involved in any investigations on cybersecurity or data security initiated by related governmental regulatory authorities, and we have not received any inquiry, notice, warning, or sanction in such respect. As such, we believe, and our PRC Counsel agrees, that we are compliant with the regulations or policies that have been issued by the CAC up to the date of this prospectus. Based on the opinion of our PRC Counsel, our Hong Kong Operating Subsidiaries are not required to receive any necessary permissions from PRC authorities to operate its current business in Hong Kong or issue shares to foreign investors.

However, given the recent events indicating greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, it remains uncertain as to how the New Measures will be interpreted or implemented. There remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to current and future PRC laws, overseas securities offerings and other capital markets activities. PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the New Measures. They may also take actions requiring us, or making it advisable for us, to halt this Offering before the settlement and delivery of the Class A Ordinary Shares that we are offering. If any such new laws, regulations, rules, or implementation and interpretation come into effect, we expect to take all reasonable measures and actions to comply therewith. In the event of a failure to comply, we may be required to suspend our relevant businesses and become subject to fines and other penalties. If the CAC or other PRC regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this Offering and any follow-on offering, we may be unable to obtain such approvals, which could significantly limit or completely hinder our ability to offer or continue to offer securities to our investors.

We may be subject to a variety of laws and other obligations regarding data protection in Hong Kong, including the Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) (the “PDPO”). The PDPO protects the privacy interests of living individuals in relation to personal data. In general, the personal data shall be lawfully and fairly collected and steps should be taken to ensure that the data subject is explicitly or implicitly informed on or before collecting the data. Personal data should also be accurate, up-to-date and kept no longer than necessary while unless with the consent from the data subjects, personal data should be used for the purposes for which they were collected or a directly related purpose. Contravention with the PDPO may entitle the Privacy Commissioner for Personal Data to issue a written enforcement notice directing such Data User to remedy and prevent recurrence of contravention.

Our management believes that we are unlikely to be in breach of the PDPO as (i) our services do not require providing applicable users’ personal information; and (ii) we possess a minimum amount, if not none, of the personal information in our business operations. Nonetheless, we are subject to laws and regulations relating to the collection, storage, use, processing, transmission, retention, security and transfer of personal information and other data. The interpretation and application of laws, regulations and standards on data protection and privacy may continue to evolve. We cannot assure you that the governmental authorities will not interpret or implement the laws or regulations in ways that negatively affect us. We may be subject to investigations and inspections by government authorities regarding our compliance with laws and regulations on data privacy, and we cannot assure you that our practices will always fully comply with all applicable rules and regulatory requirements. In addition, laws, regulations and standards on data protection and privacy continue to develop and may vary from jurisdiction to jurisdiction. Complying with emerging and changing international requirements may cause us to incur substantial costs or require us to change our business practices.

We may be required to obtain approval from PRC authorities to list on overseas stock exchanges in the future.

The M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, require CSRC approval for a listing involving offshore special purchase vehicles that are controlled by PRC entities or individuals and that have been formed for overseas listing purposes through acquisitions of PRC domestic interests held by such PRC entities or individuals with shares of the offshore special purchase vehicles. Our PRC counsel has advised us that we will not be required to submit an application to the CSRC for the approval of the Offering and trading of our Class A Ordinary Shares under the M&A Rules because (i) our Hong Kong Operating Subsidiaries were not established through a merger or requisition of the equity or assets of a “PRC domestic company” as such term is defined under the M&A Rules, (ii) our Hong Kong Operating Subsidiaries are non-mainland China entities, and they have not been controlled by a non-PRC persons since its incorporation, (iii) pursuant to the Basic Law of Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), and (iv) the CSRC currently has not issued any definitive rule or interpretation concerning whether an offering like ours under this document is subject to this regulation. However, uncertainties still exist as to how the M&A Rules will be interpreted or implemented, and the opinion of our mainland China counsel is subject to any new laws, rules, and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We may be required to obtain approval from PRC authorities in order to continue our listing on Nasdaq or to add new listings on other overseas stock exchanges in the future but cannot provide assurance that we will be able to obtain such approval.

Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in China.

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

There have also been concerns about the relationship between the PRC and other countries, including the surrounding Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and the PRC with respect to trade policies, treaties, government regulations and tariffs. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China.

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

If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the SAT issued a circular, known as SAT Circular 82, partially abolished on December 29, 2017, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular applies only to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China, and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in China; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in China; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions are located or maintained in China; and (iv) at least 50% of voting board members or senior executives habitually reside in China.

We believe that, as a Cayman Islands exempted company, GST Cayman is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that our Company is a PRC resident enterprise for enterprise income tax purposes, we would be subject to PRC enterprise income on our worldwide income at the rate of 25%. Furthermore, we would be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our Class A Ordinary Shares. In addition, non-resident enterprise shareholders may be subject to PRC tax on gains realized on the sale or other disposition of the Class A Ordinary Shares, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders and any gain realized on the transfer of the Class A Ordinary Shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). These rates may be reduced by an applicable tax treaty, but it is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our Class A Ordinary Shares. See “Material Tax Considerations”.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

On February 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Bulletin 7. SAT Bulletin 7 extends its tax jurisdiction to transactions involving the transfer of taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets, as such persons need to determine whether their transactions are subject to these rules and whether any withholding obligation applies.

On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. The SAT Bulletin 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.

Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an indirect transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such indirect transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company

if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who pays for the transfer is obligated to withhold the applicable taxes currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the Class A Ordinary Shares and investments. Our Company may be subject to filing obligations or may be taxed if our Company is a transferor in such transactions, and may be subject to withholding obligations if our Company is a transferee in such transactions, under SAT Bulletin 7 and/or SAT Bulletin 37. For transfers of Class A Ordinary Shares of our Company by investors who are non-PRC resident enterprises, our Hong Kong Operating Subsidiaries will not be requested to assist in the filing under SAT Bulletin 7 and/or SAT Bulletin 37. However, if our assessment on the filing under SAT Bulletin 7 and/or SAT Bulletin 37 is incorrect, we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

Risks Related to Our Class A Ordinary Shares

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

The Offering under this prospectus is an initial public offering of our Class A Ordinary Shares. Prior to the closing of the Offering, there was no public market for our Class A Ordinary Shares. While we plan to list our Class A 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 Class A 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 Class A 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 Class A Ordinary Shares and may impair our ability to acquire other companies by using our Class A Ordinary Shares as consideration.

Our Class A Ordinary Shares price may never trade at or above the price in this Offering.

Stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may significantly affect the market price of our Class A Ordinary Shares, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our Class A Ordinary Shares shortly following this Offering. If the market price of our Class A Ordinary Shares after this Offering does not ever exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

The initial public offering price for our Class A Ordinary Shares may not reflect their actual value.

The initial public offering price for our Class A Ordinary Shares is and will be determined through negotiations between us and representatives of the underwriters. The price of our Class A Ordinary Shares may not be indicative of their actual value or any future market price for our securities. This price may not accurately reflect the value of the Class A Ordinary Shares or the value that potential investors will realize upon their disposition of Class A Ordinary Shares. The price does not necessarily bear any relationship to our assets, earnings, book value per Class A Ordinary Share or other generally accepted criteria of value.

Our Class A Ordinary Share price may be volatile, and you may lose all or part of your investment. Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

As mentioned above, the initial public offering price for our Class A Ordinary Shares will be determined by negotiations between us and representatives of the underwriters based on several factors. This price may vary from the market price of our Class A Ordinary Shares after this Offering and the price for our Class A Ordinary Shares may be volatile and subject to wide fluctuations in response to factors including the following:

•        actual or anticipated fluctuations in results of operations;

•        actual or anticipated changes in our growth rate relative to our competitors, as well as announcements by us or our competitors of significant business developments, changes in relationships with our target customers, manufacturers or suppliers, acquisitions or expansion plans;

•        failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public, as well as variance in our financial performance from the expectations of market analysts;

•        issuance of new or updated research or reports by securities analysts;

•        Class A Ordinary Share price and volume fluctuations attributable to inconsistent trading volume levels of our Class A Ordinary Shares;

•        additions or departures of key management or other personnel;

•        our involvement in litigation;

•        disputes or other developments related to proprietary rights and litigation matters;

•        announcement or expectation of additional debt or equity financing efforts;

•        sales of our Class A Ordinary Shares or other securities by us, our insiders or our other shareholders, or the perception that these sales may occur in the future;

•        the trading volume of our Class A Ordinary Shares;

•        market conditions in our industry;

•        changes in the estimation of the future size and growth rate of our markets;

•        market conditions in our industry;

•        changes in the estimation of the future size and growth rate of our markets; and

•        general economic, market or political conditions in the United States or elsewhere.

These and other market and industry factors may cause the market price and demand for our Class A Ordinary Shares to fluctuate substantially, regardless of our actual operating performance, which may limit or prevent investors from readily selling their Class A Ordinary Shares and may otherwise negatively affect the liquidity of our Class A Ordinary Shares. In addition, the stock market in general, the Nasdaq Capital Market and emerging growth companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares. Such broad market fluctuations, and other factors (such as variations in operating results, and changes in regulations affecting us and our industry) may adversely affect the market price of our Class A Ordinary Shares, if a market for them develops.

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 Class A Ordinary Shares.

In addition to the risk addressed above in “— Our Class A Ordinary Share price may be volatile, and you may lose all or part of your investment. Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares,” our Class A 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 relevant 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 Class A 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 Class A 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 Class A Ordinary Shares. In addition, investors of our Class A Ordinary Shares may experience losses, which may be material, if the price of our Class A Ordinary Shares declines after this Offering or if such investors purchase our Class A Ordinary Shares prior to any price decline.

Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of ours shares, distort the market perception of our share price and our Company’s financial performance and public image and negatively affect the long-term liquidity of our Class A 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 Class A Ordinary Shares and understand the value thereof.

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

The market for our Class A Ordinary Shares may have, when compared to seasoned issuers, significant price volatility and we expect that our Class A Ordinary Share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation, which could result in substantial costs and liabilities and could divert management’s attention and resources.

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

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

•        a limited availability of market quotations for our Class A Ordinary Shares;

•        reduced liquidity for our Class A Ordinary Shares;

•        a determination that our Class A Ordinary Shares are “penny stock”, which would require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Ordinary Shares;

•        a limited amount of news about us and analyst coverage of us; and

•        a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.

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

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

Investors purchasing our Class A Ordinary Shares in this Offering will pay a price per Class A Ordinary Share that substantially exceeds the pro forma as adjusted net tangible book value per Class A Ordinary Share. As a result, investors purchasing Class A Ordinary Shares in this Offering will incur immediate dilution. For more information on the dilution you may experience as a result of investing in this Offering, see “Dilution”.

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

As of the date of this prospectus, our Controlling Shareholders hold an aggregate of 7,554,200 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares, respectively, which will represent an aggregate of 84.80% of the total voting power. After this Offering, the Controlling Shareholders will hold an aggregate of 7,554,200 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares, respectively, which will represent an aggregate of 79.80% of the total voting power. As a result, the Controlling Shareholders will be able to control the management and affairs of our Company and most matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. The interests of these shareholders may not be the same as or may even conflict with your interests. For example, the shareholder could attempt to delay or prevent a change in control of us, even if such change in control would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their Class A Ordinary Shares as part of a sale of us or our assets, and might affect the prevailing market price of our Class A Ordinary Shares due to investors’ perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in the best interests of our other shareholders.

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

Under Listing Rule 5101, Nasdaq has discretionary authority to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq.

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

We have no immediate plans to pay dividends.

We plan to reinvest all of our future earnings, to the extent we have earnings, in order to expand our restaurant offerings and to cover operating costs, finance operations and to otherwise become and remain competitive. We do not plan to pay any cash dividends with respect to our Class A Ordinary Shares in the foreseeable future. As we are a company with a limited operating history, we may not be able to generate, at any time, sufficient surplus cash that would be available for distribution to the holders of our Class A Ordinary Shares as a dividend. Therefore, you should not expect to receive immediate cash dividends on the Class A Ordinary Shares we are offering. Consequently, investors may need to rely on sales of their Class A Ordinary Shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. In addition, the laws of the Cayman Islands require that certain criteria must be satisfied before we are able to declare and pay dividends.

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

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

Investors may have difficulty enforcing judgments against us, our directors and management.

GST Cayman is incorporated under the laws of the Cayman Islands and a majority of our directors and officers reside outside the United States. Moreover, many of these persons do not have significant assets in the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon these persons, or to recover against us or them on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.

There is uncertainty as to whether the courts of the Cayman Islands would recognize or enforce judgments of U.S. courts obtained in actions against us or our directors and officers predicated upon the civil liability provisions of the U.S. federal securities laws or any securities laws of any state in the United States, or entertain original actions brought in the Cayman Islands against us or our directors and officers predicated solely upon U.S. federal securities laws or any securities laws of any state in the United States. Further, there is no treaty in effect between the United States and the Cayman Islands providing for the enforcement of judgments of U.S. courts in civil and commercial matters, and there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States. Some remedies available under the laws of U.S. jurisdictions, including remedies available under the U.S. federal securities laws, may not be allowed in the Cayman Islands courts if contrary to public policy in the Cayman Islands. As a result of all of the above, it may be difficult for you to recover against us or our directors and officers based upon such judgments. See “Enforcement of Civil Liabilities.”

The laws of the Cayman Islands relating to the protection of the interest of minority shareholders are different from those in the United States.

Our corporate affairs are governed by the Memorandum and Articles (as may be amended from time to time), and by the Companies Act and common law of Cayman Islands. The rights of shareholders to take action against our directors, action by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are, to a large extent, governed by the common law of the Cayman Islands and the Memorandum and Articles (as may be amended from time to time). The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands.

The laws of the Cayman Islands relating to the protection of the interests of minority shareholders differ in certain respects from those established under statutes or judicial precedent in existence in the United States and other jurisdictions. Such differences may mean that the remedies available to our minority shareholders may be different from those they would have under the laws of other jurisdictions, including the United States. Potential investors should be aware that there is a risk that provisions of the Companies Act may not offer the same protection as the relevant laws and regulations in the United States may offer, and should consider obtaining independent legal advice on the implications of investing in foreign-incorporated companies. See “Description of Share Capital.”

Our status as a “foreign private issuer” under the SEC rules will exempt us from the U.S. proxy rules and the more detailed and frequent Exchange Act reporting obligations applicable to a U.S. domestic public company.

Upon the closing of this Offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our shareholders may not know, on a timely basis, when our officers, directors and principal shareholders purchase or sell our Class A Ordinary Shares. In addition, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers also are exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.

Our status as a foreign private issuer under the Nasdaq rules will allow us to adopt certain home country practices in relation to corporate governance matters which may differ significantly from the Nasdaq corporate governance listing standards applicable to a U.S. domestic Nasdaq listed company.

As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq rules that allow us to follow our home country law for certain governance matters. Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing standards. Currently, we do not plan to rely on any home country practices with respect to our corporate governance after we complete this Offering. Under the Nasdaq rules, we may in the future decide to use the home country practices exemption with respect to some or all of the other corporate governance rules, provided that we disclose the requirements we are not following and describe the home country practices we are following. If we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

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

Upon consummation of this Offering, we will incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. Compliance with U.S. laws and regulations and the Nasdaq rules increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly. As a public company, we will be required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We have incurred additional costs in obtaining director and officer liability insurance. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies.

Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.

We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of this Offering; (b) in which we have total annual gross revenue of at least US$1.235 billion; or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that is held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter, and (ii) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior 3-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act in the assessment of the emerging growth company’s internal control over financial reporting. 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 an emerging growth company with the permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies. We do not plan to opt-out of such exemptions afforded to an emerging growth company. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective data.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company,” we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our reporting is not as transparent as the reporting of other companies in our industry. Such differences may prevent us from raising additional capital in the public market as and when we need it.

We may allocate the net proceeds from this Offering in ways that differ from the estimates discussed in the section titled “Use of Proceeds” and with which you may not agree.

The allocation of net proceeds of the Offering set forth in the “Use of Proceeds” section below represents our estimates based upon our current plans and assumptions regarding the industry and general economic conditions, and our future revenues and expenditures. However, the amounts and timing of our actual expenditures will depend on numerous factors, including market conditions, cash generated by our operations, business developments and rate of growth. Management has broad discretion over the use of proceeds of this Offering and we may find it necessary or advisable to use all or portions of the proceeds from this Offering for other purposes. Circumstances that may give rise to a change in the use of proceeds and the alternate purposes for which the proceeds may be used are discussed in the section entitled “Use of Proceeds.” You may not have an opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use our proceeds. As a result, you and other shareholders may not agree with our decisions. Our failure to apply these funds effectively could have a material adverse effect on our business, financial condition, results of operations and prospects. Pending their use, we may invest the net proceeds from this Offering in a manner that does not produce income or preserve value. See “Use of Proceeds” for additional information.

We may be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for the current taxable year, which could result in adverse U.S. federal income tax consequences for U.S. Holders of our Class A Ordinary Shares.

In general, we will be treated as a passive foreign investment company (“PFIC”) for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, 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. Holder (as defined in the Section of this prospectus captioned “Certain United States Federal Income Tax Considerations”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Our actual PFIC status for any taxable year will not be determinable until after

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

•        current and future economic and political conditions;

•        our expectations regarding demand for and market acceptance of our services and the products and services we assist the distributions of;

•        our expectations regarding our client base;

•        competition in our industry;

•        relevant government policies and regulations relating to our industry;

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

•        overall industry and market performance; and

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

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

Industry Data and Forecasts

This prospectus contains certain data and information that we obtained from various government and industry publications through publicly available sources, and the Cundi Report. The Cundi Report is an industry report commissioned by us and prepared by Cundi, an independent research firm, regarding our industry and our market position in Hong Kong. Statistical data in these publications may include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Class A Ordinary Shares. In addition, the new and rapidly changing nature of the restaurant industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our operations. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

USE OF PROCEEDS

After deducting the estimated underwriters’ discount, the non-accountable expense allowance and offering expenses payable by us, we expect to receive net proceeds of approximately $6.2 million from this Offering. These estimates are based upon an assumed offering price of US$6.00 per Class A Ordinary Share (which is the midpoint of the estimated range of the initial public offering price shown on the cover page of this prospectus).

We intend to use the net proceeds of this Offering as follows, after we complete the remittance process:

•        approximately 40% for expanding our portfolio of restaurants by opening high-end fine-dining restaurants in Hong Kong and major cities/countries in East Asia;

•        approximately 15% for recruiting promising or experienced chefs and cultivate our existing and newly recruited chefs;

•        approximately 15% for upgrading the facilities of our existing restaurants such as our equipment and utensils and refurbishing our existing restaurants with modern interior designs and tableware appropriate to the dishes offered; and

•        approximately 30% for general administration and working capital.

The precise amounts and percentage of proceeds we devote to particular categories of activity, and their priority of use, will depend on prevailing market and business conditions as well as on the nature of particular opportunities that may arise from time to time. Accordingly, we reserve the right to change the use of proceeds that we presently anticipate and describe herein.

The foregoing is set forth based on the order of priority of each purpose and represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus.

DIVIDEND POLICY

During the years ended December 31, 2024 and 2023, we and our Operating Subsidiaries have not declared nor distributed any dividend. On March 18, 2025, the Hong Kong Operating Subsidiaries declared and distributed a dividend of HK$10.7 million (approximately US$1.4 million) to their then shareholders. Save as the aforementioned, we and our Operating Subsidiaries have not declared nor distributed any dividend after December 31, 2024 and up to the date of this prospectus. Save as the aforementioned, during the years ended December 31, 2024 and 2023 and up to the date of this prospectus, no transfers or distributions have been made between us and our Hong Kong Operating Subsidiaries or to investors. There is no limitation on the ability to transfer cash between us, our subsidiaries, and investors. We have no cash management policies that dictate how funds are transferred between us, our subsidiaries, and investors. We intend to retain all available funds and future earnings, if any, for operation and business development, however, we may pay dividends on our Class A Ordinary Shares in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

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

Under Cayman Islands law, our board of directors may authorize payment of a dividend to shareholders at such time and of such an amount out of profits or our share premium account, if shares have been issued at a premium. No dividend may be paid out of our share premium account unless immediately following the payment we are able to pay our debts as they fall due in the ordinary course of business. Subject to compliance with applicable solvency requirements, there is no further Cayman Islands statutory restriction on the amount of funds which may be distributed by us by dividend.

As we are a holding company, we rely on dividends paid to us by our Hong Kong Operating Subsidiaries for our cash requirements, including funds to pay any dividends and other cash distributions to our shareholders, service any debt we may incur and pay our operating expenses. Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from our Hong Kong Operating Subsidiaries.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars or HK Dollar.

As an exempted company with limited liability incorporated in the Cayman Islands, we are not subject to any income, withholding or capital gains taxes in the Cayman Islands. Our shareholders will not be subject to any income, withholding or capital gains taxes in the Cayman Islands with respect to their shares and dividends received on those shares, nor will they be subject to any estate or inheritance taxes in the Cayman Islands. Hong Kong does not impose withholding tax on dividends paid outside of Hong Kong by Hong Kong companies. Accordingly, investors will not be subject to Hong Kong withholding tax with respect to a disposition of their Class A Ordinary Shares or with respect to the receipt of dividends on their Class A Ordinary Shares, if any.

CAPITALIZATION

The following tables set forth our cash and capitalization as of June 30, 2025:

•        on an actual basis; and

•        on an as adjusted basis to reflect the issuance and sale of 1,300,000 Class A Ordinary Shares at an assumed initial public offering price of $6.00 per Class A Ordinary Shares (which is the midpoint of the estimated range of the initial public offering price shown on the cover page of this prospectus), after deducting the underwriting discounts, the accountable expense, the non-accountable expense allowance and estimated offering expenses payable by us.

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

DILUTION

If you invest in our Class A Ordinary Shares, you will incur immediate dilution since the public offering price per Class A Ordinary Share you will pay in this Offering is more than the net tangible book value per Class A Ordinary Share immediately after this Offering.

The net tangible book value of our Class A Ordinary Shares as of June 30, 2025 was US$343,434, or US$0.03 per Class A Ordinary Share based upon 10,700,000 Class A Ordinary Shares outstanding. Net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of Class A Ordinary Shares outstanding. Tangible assets equal our total assets less intangible assets, deferred tax assets and deferred offering cost.

The dilution in net tangible book value per Class A Ordinary Share to new investors, represents the difference between the amount per Class A Ordinary Share paid by purchasers of Class A Ordinary Shares in this Offering and the pro forma net tangible book value per Class A Ordinary Share immediately after completion of this Offering. After giving effect to the sale of the 1,300,000 Class A Ordinary Shares being sold pursuant to the offering price of $6.00 per Class A Ordinary Share, and after deducting underwriters’ discount, and the non-accountable expense allowance payable by us in the amount of $624,000 and estimated Offering expenses in the amount of $966,064, our as adjusted net tangible book value would be approximately $6,553,370 or $0.55 per share of Class A Ordinary Shares. This represents an immediate increase in net tangible book value of $0.52 per Share to existing shareholders and an immediate decrease in net tangible book value of $5.45 per Class A Ordinary Share to new investors purchasing the Class A Ordinary Shares in this Offering.

The following table illustrates this per share dilution:

The following table sets forth, on a as adjusted basis as of June 30, 2025, the difference between the number of Class A Ordinary Shares purchased from us, the total cash consideration paid, and the average price per Class A Ordinary Share paid by our existing shareholders and by new public investors before deducting estimated underwriters’ discounts, the accountable expense, the non-accountable expense allowance and estimated Offering expenses payable by us, using an assumed public offering price of $6.00 per Class A Ordinary Share:

The as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this Offering is subject to adjustment based on the actual initial public offering price of our Class A Ordinary Shares and other terms of this offering determined at pricing.

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

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

Overview

We operate three restaurants in Hong Kong under three different brands. All three brands have a good reputation and are highly-rated by gourmets in different social media.

Ankôma offers a good blend of France and Japan on the plate, and this Michelin-starred restaurant has steadily built a reputation for well-executed fine dining and delicious comfort food.

Kuno offers Japanese omakase dining experience to customers. An omakase means the customer leaves it up to the chef to select and serve seasonal specialties.

Akai Honoo is another Japanese restaurant that serves skewer and other Japanese foods

As of the date of this prospectus, the restaurants we operated are all located in Tsimshatsui, Kowloon. We have over 5 years of experience in the restaurant services industry in Hong Kong and have good relationship with suppliers to support our operations. We generate revenue from restaurant operations in Hong Kong which provide food and beverage to customers.

Key Factors that Affect Our Results of Operations

Our results of operations and financial position have been and will continue to be affected by a number of factors, many of which may be beyond the control of our Group, including those factors set out in “Risk Factors” in this prospectus and those set out below.

Macroeconomic conditions in Hong Kong

We generate our revenue from high-ended restaurant operations in Hong Kong, the performance of which is closely related to the macroeconomic conditions of Hong Kong. Any worsening of the Hong Kong economy may lead to contraction of consumer expenditure on food, fear of a recession and decrease in consumer confidence, and thus significantly affect customers’ overall salary level, spending power and dine-out trend, which could materially and adversely affect our financial conditions and results of operations.

Exposure to risks associated with food safety which may subject us to liability claims and damages to our reputation

The Company is exposed to risks associated with food safety which may subject us to liability claims, damage our reputation and/or affect our relationship with our customers. Such liability claims happen in the food service industry and may require costly measures to investigate and resolve. Even if such claims are without merit, any negative publicity as a result of allegations of unsafe food service can have a significant impact on the Company’s reputation.

We may be unable to control our food costs and labor costs

We rely on our ability to source good quality food ingredients and prepare meals on a cost-efficient basis. However, food costs vary and prices are subject to inflation. In addition, we are required to maintain a team of workforce. As such we are sensitive to labor costs. In the event that we are not able to stay competitive in terms of our pricing and quality of food offered and services rendered, it could have a material and adverse effect on our financial performance.

Brand recognition and market competition

We operate all of our restaurants under our individual brands: “Ankôma”, “Kuno” and “Akai”. Our success depends extensively on the market’s recognition of our brands. We must therefore continue to distinguish ourselves from other market players in the similar market segments and strengthen customers’ preference towards our brands.

Rental expenses

All our restaurants are operated in leased premises. Rental expenses are exposed to fluctuations which are caused by changes in market and economic conditions. Location is one of the decisive factors affecting the success of a restaurant and we always maintain stringent selection criteria. We require our restaurants to be easily accessible with a wide range of modes of transportation. If we cannot obtain desirable locations at reasonable prices, it will adversely effect on our growth strategy. Further, in the event we are not able to negotiate favorable terms of renewal with the landlords before the expiry of the existing tenancy agreements, we may be compelled to cease operations or operate from an alternative less desirable location.

Description and Analysis of Principal Components of Our Results of Operations

The following discussion is based on our Company’s historical results of operations and may not be indicative of our Company’s future operating performance.

Key Components of Results of Operations

For the Six Months Ended June 30, 2024 and 2025

Revenue

Our total revenue increased by approximately 56.43% or US$0.5 million to US$1.4 million for the six months ended June 30, 2025 from approximately US$0.9 million for the six months ended June 30, 2024. It was primarily attributable to the push and pull effect of these factors: (i) the rebound of consumer spending in Hong Kong, supported by a recovery in inbound tourism and local demand for premium dining experiences; and (ii) there is a growing popularity in fine dining in Hong Kong.

Cost of Revenue

The following table set forth the breakdown of our cost of revenue for the six months ended June 30, 2024 and 2025:

Our cost of revenue primarily consists of the cost of food ingredients, beverages, lease expenses for restaurant premises, payroll and employee benefits expenses of operation personnel, utility expenses for restaurant operation and other expenses.

Our cost of revenue increased by approximately 15.4% or US$0.1 million to US$0.7 million for the six months ended June 30, 2025 from approximately US$0.6 million in the six months ended June 30, 2024, which was in line with the increase in our revenue.

Our cost of food and beverages increased from approximately US$0.2 million for the six months ended June 30, 2024 to approximately US$0.3 million for the six months ended June 30, 2025, primarily due to the higher volume of customer orders in line with the increase in revenue.

Our payroll and employee benefits expenses of operation personnel remained relatively stable at approximately US$0.25 million and US$0.22 million for the six months ended June 30, 2024 and 2025, respectively, reflecting our ability to maintain staff cost efficiency despite the increase in customers and revenue.

Our lease expenses for restaurant premises remained relatively stable at approximately US$0.1 million for each of the six months ended June 30, 2024 and 2025.

Our utilities expenses for restaurant operation, which primarily consist of expenses incurred for electricity, gas and water utilities, remained relatively stable at approximately US$0.01 million for each of the six months ended June 30, 2024 and 2025.

Our other expenses, which primarily represent bank charges, cleaning fees, and repair and maintenance incurred in the ordinary course of operation of our restaurants, remained relatively stable at approximately US$0.02 million for each of the six months ended June 30, 2024 and 2025.

Gross Profit and Gross Profit Margin

During the six months ended June 30, 2024 and 2025, our gross profit and gross profit margin were US$0.3 million and 34.5%, and US$0.7 million and 51.7% respectively. The improvement was primarily attributable to the increase in revenue from higher customer demand for fine dining, coupled with our ability to maintain relatively stable staff and operating costs, which resulted in greater operating efficiency and improved cost leverage.

General and administrative expenses

Our general and administrative expenses primarily consist of (i) depreciation expenses; (ii) administrative and miscellaneous expenses, and (iii) professional fees.

The following table set forth the breakdown of our general and administrative expenses for six months ended June 30, 2024 and 2025:

Our general administrative expenses amounted to approximately US$0.04 million and US$0.3 million for the six months ended June 30, 2024 and 2025, respectively. General administration expense consists of fixed running costs of our Company.

Depreciation expenses were charged on our property and equipment which included (i) machine and equipment; (ii) furniture and fittings; and (v) renovation expenses. Our depreciation expenses decreased significantly from US$0.03 million to US$0.01 million, which was mainly due to the fully depreciation of leasehold improvements upon the end of the lease term of the lease agreement of one restaurant during the December 31, 2024.

Professional fees mainly represent fees paid to our reporting accountants in connection with the audit and review of our financial statements for the purpose of our proposed initial public offering. As the audit work had been completed as of June 30, 2025, the related fees were fully recognized as expenses during the period and were not capitalized, as such audit fees do not qualify as incremental costs directly attributable to the issuance of equity.

Interest expense

Our interest expenses mainly arose from bank borrowings and operating lease interest. Our overall interest expense decreased by approximately US$0.01 million from the six months ended June 30, 2024 to the financial year ended June 30, 2025 amounted to approximately US$0.04 million from US$0.05 million.

Net Income

As a result of the foregoing, we reported net income of approximately US$0.18 million and US$0.25 million for the years ended June 30, 2024 and 2025, respectively.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Liquidity and Capital Resources

Our liquidity and working capital requirements mainly represent the payments for purchases of food ingredients and beverages, staff costs, rental expenses and other operating expenses incurred for our business operations.

Historically, we have met our working capital and other liquidity requirements primarily through cash generated from operating activities and other available sources of financing from banks in Hong Kong. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including cash generated from operations, loans from banking facilities, the net proceeds from this Offering and other equity and debt financings as and when appropriate. In light of the above, we believe that we have sufficient funds to meet our operating and capital expenditure needs and obligations in the next 12 months.

Cash flows

The following table summarizes our cash flows for the six months ended June 30, 2024 and 2025:

Net cash generated from operating activities

During the six months ended June 30, 2024 and 2025, the cash flow generated from operating activities was principally generated from the receipts from our restaurant operations, while our cash used in operating activities was principally used for payments for purchases of food ingredients and beverages, staff costs, rental expenses and other operating expenses incurred for our business operations.

Our net cash from operating activities reflects the net income for the year adjusted for (i) non-cash items such as depreciation of property and equipment and operating lease expenses, and (ii) net changes in our operating assets and liabilities such as operating lease liabilities, accounts receivables, prepayments and other assets, accounts payable and accrued expenses and other current liabilities.

Our net cash generated from operating activities was approximately US$0.19 million for the year ended June 30, 2024, mainly derived from net income for the six months of approximately US$0.18 million, as adjusted for (i) depreciation and amortization of approximately US$0.10 million; and (ii) deferred income tax of approximately US$1,000, which was partially offset by the decrease in operating lease liabilities of approximately US$0.02 million.

Our net cash generated from operating activities was approximately US$2.86 million for the six months ended June 30, 2025, mainly derived from net income for the period of approximately US$0.25 million, as adjusted for (i) depreciation and amortization of approximately US$0.08 million; and (ii) deferred income tax of approximately US$1,500, which was partially offset by the increase in amount due from a shareholder of approximately US$2.40 million and the decrease in operating lease liabilities of approximately US$0.08 million.

Net cash (used in) generated from financing activities

Our cash used in generated from financing activities primarily consists of repayment of bank borrowings and repayment of finance lease liabilities.

Our net cash used in financing activities was approximately US$0.16 million for the Six Months ended June 30, 2024, and it is attributable to the repayment of bank borrowings.

Our net cash used in financing activities was approximately US$1.75 million for the Six Months ended June 30, 2025, and it is attributable to the payments of dividend to shareholders and offering costs to service providers and the repayment of bank borrowings.

Right-of-use Assets, Net and Lease Liabilities

As of December 31, 2024 and June 30, 2025, we did not own any property and all our restaurants are leased properties. Our Company recognized a right-of-use asset and a corresponding operating lease liability with respect to all these tenancy agreements in which it is the lessee at the lease commencement date. As of December 31, 2024 and June 30, 2025, the carrying value of our right-of-use assets in respect of our property leases amounted to approximately US$0.19 million and US$0.11 million, respectively, with corresponding total operating lease liabilities amounting to approximately US$0.19 million, and US$0.11 million as of the respective dates.

Accounts Receivable

Our accounts receivable mainly represent receivables from credit card companies and third-party aggregators’ platforms in the normal course of business and generally are liquidated within 30 days or less. As of December 31, 2024 and June 30, 2025, our accounts receivable amounted to approximately US$0.01 million and US$0.01 million, respectively.

Inventory

Our inventory was US$0.01 as of December 31, 2024 and June 30, 2025, which primarily consists of non-perishable items such as canned food and beverages

Inventory is stated at the lower of cost or net realizable value. Cost is computed using actual purchase cost. We also review our inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. During the financial years as of December 31, 2024 and June 30, 2025, no indication of write-downs or impairment was required.

Accounts Payable

Our trade payable mainly relate to our purchases of food ingredients and beverages for our restaurant operations. As of December 31, 2024 and June 30, 2025, our accounts payable amounted to approximately US$0.06 million and US$0.07 million, respectively.

Bank borrowings

As of December 31, 2024, our bank borrowings amounted to US$1.6 million and are denominated in HK$ and bears interest at variable rates ranging from 3.125% – 7.193%. The whole of our bank borrowings is deemed as current liability as they contain a repayable on demand clauses.

As of June 30, 2025, our bank borrowings amounted to US$1.5 million and are denominated in HK$ and bears interest at variable rates ranging from 3.125% – 7.193%. The whole of our bank borrowings are deemed current liability as they contain repayable on demand clauses.

Bank borrowings consisted of the following:

____________

(1)      On January 13, 2022, the Company borrowed US$771,514 (HK$4,907,000) as working capital for 8 years at an annual interest rate of Prime Lending Rate (“Prime”) minus 2.5% under the loan agreement with BEA. The loan is secured by The HKMC Insurance Limited and Mr. Ng Wai Lam. As of June 30, 2025 and December 31, 2024, the outstanding of the loan is approximately US$426,518 and US$472,000, respectively. There is no material covenant stated in this borrowing. The loan contains a repayable on demand clause.

(2)      On November 22, 2022, the Company borrowed US$558,659 (HK$4,000,000) as working capital for 10 years at an annual interest rate of Prime minus 2.5% under the loan agreement with BEA. The loan is secured by The HKMC Insurance Limited and Mr. Ng Wai Lam. As of June 30, 2025 and December 31, 2024, the outstanding of the loan is approximately US$430,732 and US$465,148, respectively. There is no material covenant stated in this borrowing. The loan contains a repayable on demand clause.

(3)      On June 21, 2021, the Company borrowed US$1,550,859 (HK$10,000,000) as working capital for 7 years at an annual interest rate of HKD Best Lending Rate plus 4.25% under the loan agreement with BOCOM. The loan was secured by The HKMC Insurance Limited and Mr. Ng Wai Lam. As of June 30, 2025 and December 31, 2024, the outstanding of the loan is approximately US$606,816 and US$704,689, respectively. There is no material covenant stated in this borrowing. The loan contains a repayable on demand clause.

Interest expenses pertaining to the above bank borrowings for the years ended June 30, 2025 and 2024 amounted to US$33,755 and US$49,309, respectively.

Maturities of the principal and interest payments of bank borrowings based on scheduled repayments were as follows:

Customer concentrations risk

For the six months ended June 30, 2024 and 2025, no customer accounted for more than 10% of total revenue. As of June 30, 2025, two accounts receivable accounted for 63% and 32% respectively, of the Company’s total accounts receivable. As of December 31, 2024, two accounts receivable accounted for 57% and 29%, respectively, of the Company’s total accounts receivable.

Vendor concentrations risk

For the six months ended June 30, 2024 and 2025, no vendor accounted for more than 10% of total purchases. As of June 30, 2025, 2 supplier’s accounts payable accounted for approximately 36% and 30% of the total accounts payable. As of December 31, 2024, 3 supplier’s accounts payable accounted for approximately 47%, 15% and 13% of the total accounts payable.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2024 and June 30, 2025.

Our general administrative expenses amounted to approximately US$0.21 million and US$0.70 million for the financial years ended December 21, 2023 and 2024, respectively. General administration expense consists of fixed running costs of our Company.

Depreciation expenses were charged on our property and equipment which included (i) machine and equipment; (ii) furniture and fittings; and (v) renovation expenses. Our depreciation expenses decreased significantly from US$0.16 million to US$0.04 million, which was mainly due to the fully depreciation of leasehold improvements upon the end of the lease term of the lease agreement of one restaurant during the year ended December 31, 2023.

Interest expense

Our interest expenses mainly arose from bank borrowings and operating lease interest. Our overall interest expense decreased by approximately US$0.01 million from the financial year ended December 31, 2023 to the financial year ended December 31, 2024 amounted to approximately US$0.10 million from US$0.12 million.

Net Income

As a result of the foregoing, we reported net income of approximately US$0.46 million and US$0.79 million for the years ended December 31, 2023 and 2024, respectively.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Liquidity and Capital Resources

Our liquidity and working capital requirements mainly represent the payments for purchases of food ingredients and beverages, staff costs, rental expenses and other operating expenses incurred for our business operations.

Historically, we have met our working capital and other liquidity requirements primarily through cash generated from operating activities and other available sources of financing from banks in Hong Kong. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including cash generated from operations, loans from banking facilities, the net proceeds from this Offering and other equity and debt financings as and when appropriate. In light of the above, we believe that we have sufficient funds to meet our operating and capital expenditure needs and obligations in the next 12 months.

Cash flows

The following table summarizes our cash flows for the fiscal years ended December 31, 2023 and 2024:

Net cash generated from operating activities

During the financial years ended December 31, 2023 and 2024, the cash flow generated from operating activities was principally generated from the receipts from our restaurant operations, while our cash used in operating activities was principally used for payments for purchases of food ingredients and beverages, staff costs, rental expenses and other operating expenses incurred for our business operations.

Our net cash from operating activities reflects the net income for the year adjusted for (i) non-cash items such as depreciation of property and equipment and operating lease expenses, and (ii) net changes in our operating assets and liabilities such as operating lease liabilities, accounts receivables, prepayments and other assets, accounts payable and accrued expenses and other current liabilities.

Our net cash generated from operating activities was approximately US$0.08 million for the year ended December 31, 2023, mainly derived from net income for the year of approximately US$0.46 million, as adjusted for (i) depreciation and amortization of approximately US$0.30 million; and (ii) deferred income tax of approximately US$9,000, which was partially offset by the increase in amount due from a shareholder of approximately US$0.54 million and the decrease in operating lease liabilities of approximately US$0.15 million.

Our net cash generated from operating activities was approximately US$0.64 million for the year ended December 31, 2024, mainly derived from net income for the period of approximately US$0.79 million, as adjusted for (i) depreciation and amortization of approximately US$0.19 million; and (ii) deferred income tax of approximately US$3,000, which was partially offset by the increase in amount due from a shareholder of approximately US$0.11 million and the decrease in operating lease liabilities of approximately US$0.14 million.

Net cash (used in) generated from financing activities

Our cash used in generated from financing activities primarily consists of repayment of bank borrowings and repayment of finance lease liabilities.

Our net cash used in financing activities was approximately US$0.21 million for the year ended December 31, 2023, and it is attributable to the repayment of bank borrowings.

Our net cash used in financing activities was approximately US$0.32 million for the year ended December 31, 2024, and it is attributable to the repayment of bank borrowings.

Right-of-use Assets, Net and Lease Liabilities

As of December 31, 2023 and 2024, we did not own any property and all our restaurants are leased properties. Our Company recognized a right-of-use asset and a corresponding operating lease liability with respect to all these tenancy agreements in which it is the lessee at the lease commencement date. As of December 31, 2023 and 2024, the carrying value of our right-of-use assets in respect of our property leases amounted to approximately US$0.22 million and US$0.19 million, respectively, with corresponding total operating lease liabilities amounting to approximately US$0.22 million, and US$0.19 million as of the respective dates.

Accounts Receivable

Our accounts receivable mainly represent receivables from credit card companies and third-party aggregators’ platforms in the normal course of business and generally are liquidated within 30 days or less. As of December 31, 2023 and 2024, our accounts receivable amounted to approximately US$0.02 million and US$0.01 million, respectively.

Inventory

Our inventory was US$13,146 as of December 31, 2023, which primarily consists of non-perishable items such as canned food and beverages

As of December 31, 2024, our inventory decreased to US$5,842, mainly due to faster turnover to meet demand towards year’s end.

Inventory is stated at the lower of cost or net realizable value. Cost is computed using actual purchase cost. We also review our inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. During the financial years as of December 31, 2023 and 2024, no indication of write-downs or impairment was required.

Accounts Payable

Our trade payable mainly relate to our purchases of food ingredients and beverages for our restaurant operations. As of December 31, 2023 and 2024, our accounts payable amounted to approximately US$0.08 million and US$0.06 million, respectively.

Bank borrowings

As of December 31, 2023, our bank borrowings amounted to US$2.0 million and are denominated in HK$ and bears interest at variable rates ranging from 3.125%-7.193%. The whole of our bank borrowings is deemed as current liability as they contain a repayable on demand clauses.

As of December 31, 2024, our bank borrowings amounted to US$1.6 million and are denominated in HK$ and bears interest at variable rates ranging from 3.125%-7.193%. The whole of our bank borrowings are deemed current liability as they contain repayable on demand clauses.

Bank borrowings consisted of the following:            

____________

(1)      On January 13, 2022, the Company borrowed US$771,514 (HK$4,907,000) as working capital for 8 years at an annual interest rate of Prime Lending Rate (“Prime”) minus 2.5% under the loan agreement with BEA. The loan is secured by The HKMC Insurance Limited and Mr. Ng Wai Lam. As of December 31, 2024 and 2023, the outstanding of the loan was approximately US$472,000 and US$562,000, respectively. There is no material covenant stated in this borrowing. The loan contains a repayable on demand clause.

(2)      On November 22, 2022, the Company borrowed US$558,659 (HK$4,000,000) as working capital for 10 years at an annual interest rate of Prime minus 2.5% under the loan agreement with BEA. The loan is secured by The HKMC Insurance Limited and Mr. Ng Wai Lam. As of December 31, 2024 and 2023, the outstanding of the loan was approximately US$465,148 and US$512,177, respectively. There is no material covenant stated in this borrowing. The loan contains a repayable on demand clause.

(3)      On June 21, 2021, the Company borrowed US$1,550,859 (HK$10,000,000) as working capital for 7 years at an annual interest rate of HKD Best Lending Rate plus 4.25% under the loan agreement with BOCOM. The loan was secured by The HKMC Insurance Limited and Mr. Ng Wai Lam. As of December 31, 2024 and 2023, the outstanding of the loan is approximately US$704,689 and US$885,188, respectively. There is no material covenant stated in this borrowing. The loan contains a repayable on demand clause.

Interest expenses pertaining to the above bank borrowings for the years ended December 31, 2024 and 2023 amounted to US$92,468 and US$103,669, respectively.

Maturities of the principal and interest payments of bank borrowings based on scheduled repayments were as follows:

Customer concentrations risk

For the years ended December 31, 2023 and 2024, no customer accounted for more than 10% of total revenue. As of December 31, 2024, two accounts receivable accounted for 57% and 29%, respectively, of the Company’s total accounts receivable. As of December 31, 2023, three accounts receivable accounted for 37%, 23% and 16%, respectively, of the Company’s total accounts receivable.

Vendor concentrations risk

For the year ended December 31, 2023, one vendor accounted for 18% of total purchases. No other vendors accounted for more than 10% of total purchases for the years ended December 31, 2023 and 2024.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of December 31, 2023 and 2024.

Commitments

Capital commitments

As of December 31, 2023 and 2024, we did not have any capital commitments.

Contingencies

In the ordinary course of business, we may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. We record contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of December 31, 2024 and up through the date of this prospectus.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could vary from the estimates and assumptions that were used.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements. You should read the following description of critical accounting policies, judgments and estimates in conjunction with our consolidated financial statements and other disclosures included in this prospectus.

Impact of Inflation

The types of inflationary pressures that affected our Company has primarily relate to costs of food and beverage, rental expenses, staff salaries and related costs. Inflation in Hong Kong has not materially affected our profitability and operating results. However, we can provide no assurance that we will be unaffected by higher inflation rates in Hong Kong or globally in the future.

Seasonality

We have not observed any significant seasonal trends. Our directors believe that there is no apparent seasonality factor affecting our Company operations.

Trend Information

Other than as disclosed elsewhere in this prospectus, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our profitability, liquidity, or capital resources, or that would cause reported financial information to not be indicative of future operating results or financial condition.

Recent accounting pronouncements

Our Company considers the applicability and impact of all Accounting Standards Updates (“ASU”). Management periodically reviews new accounting standards that are issued. Under the JOBS Act, our Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires a financial asset measured at an amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently. For trade receivables, loans and other financial instruments, our Company is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. We adopted ASU 2016-13 as of January 1, 2021 on a modified retrospective basis, and the guidance did not have a material impact on our consolidated financial statements.

In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to ASC 606, Revenue from Contracts with Customers, which makes minor corrections or minor improvements to ASC 606 that are not expected to have a significant effect on current accounting practice or to create a significant administrative cost to most entities. The amendments are intended to address implementation and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard.

The amendments in ASU No. 2017-13 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within annual reporting periods beginning after December 15, 2019. We adopted ASC 606 on July 1, 2020 using the modified retrospective transition method and there is no material impact as of the date of adoption of ASC 606.

In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848). ASU No. 2021-01 is an update of ASU No. 2020-04, which is in response to concerns about structural risks of interbank offered rates, and particularly the risk of cessation of LIBOR. Regulators have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. ASU No. 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. ASU No. 2020-04 is elective and applies to all entities, subject to meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The ASU No. 2021-01 update clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The amendments in this update are effective immediately through December 31, 2022, for all entities. On December 21, 2022, the FASB issued a new Accounting Standards Update ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, that extends the sunset (or expiration) date of ASC Topic 848 to December 31, 2024. This gives reporting entities two additional years to apply the accounting relief provided under ASC Topic 848 for matters related to reference rate reform. We do not expect the cessation of LIBOR to have a material impact on the financial position, results of operations, cash flows or disclosures.

In September 2022, the FASB issued ASU No. 2022-04, Liabilities — Supplier Finance Programs (Subtopic 450-50) which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about obligations outstanding at the end of the reporting period, including a rollforward of those obligations. The new standard does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The standard’s requirement to disclose the key terms of the programs and information about obligations outstanding is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The standard’s requirement to disclose a roll forward of obligations outstanding will be effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. We are currently evaluating the impact of adopting this standard on the consolidated financial statements.

Except as mentioned above, we do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, statements of income and comprehensive income and statements of cash flows.

INDUSTRY OVERVIEW

The information presented in this section has been derived from an industry report commissioned by us and prepared by Cundi, an independent research firm, regarding our industry and our market position in Hong Kong. We refer to this report as the “Cundi Report”. We believe that the sources of such information are appropriate, and we have taken reasonable care in extracting and reproducing such information. We have no reason to believe that such information is false or misleading in any material respect or that any fact has been omitted that would render such information false or misleading in any material respect. However, neither we nor any other party involved in this Offering has independently verified such information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus, and to risks due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these forecasts and other forward-looking information.

1. Overview of the Macroeconomic Environment in Hong Kong

Hong Kong’s economy experienced moderate growth in 2024, primarily driven by external demand and a recovery in trade and tourism. The real Gross Domestic Product (“GDP”) expanded by 2.5% for the year, following a 3.2% increase in 2023. This growth was supported by a 4.7% rise in goods exports and a 4.8% increase in services exports, reflecting the resilience of Hong Kong’s international trade sector. Despite this positive trend, private consumption expenditure declined by 0.6%, largely due to changing consumer behavior and ongoing economic uncertainties. Inflation remained mild, with the underlying Composite Consumer Price Index (“CPI”) inflation rate recorded at 1.1%, ensuring relative stability in operational costs.

Over the past five years, Hong Kong’s GDP has maintained a compound annual growth rate (“CAGR”) of approximately 2.23%. This trajectory indicates a gradual recovery from the disruptions caused by the pandemic, though the domestic market still faces challenges, particularly in household spending.

Hong Kong Gross Domestic Product at Current Market Prices (2015 to 2024)

Source: Data derived from the Census and Statistics Department of the Government of the Hong Kong Special Administrative Region

The city’s economic outlook for 2025 remains cautiously optimistic, with expectations of steady growth supported by regional economic recovery and government initiatives to boost domestic demand.

2. Overview of the Restaurant Industry in Hong Kong

The restaurant industry in Hong Kong is a key contributor to the economy, in general, accommodation and food services accounting for approximately 2.1% contribution to GDP in 2023. The industry is diverse, encompassing a broad range of establishments, including Chinese and non-Chinese restaurants, fast food chains, bars, and specialty dining venues. Post-pandemic recovery efforts have been evident, although growth in 2024 has moderated due to inflationary pressures and shifting consumer preferences.

A noticeable trend in the industry is the increasing emphasis on experiential and value-driven dining. Consumers are showing a stronger preference for interactive dining experiences and premium ingredients rather than traditional luxury services. The rapid digitalization of the sector, including the expansion of online food delivery platforms, has also significantly influenced consumer behavior, leading to structural changes in the market. Despite operational challenges such as rising rental costs and a persistent labor shortage, the industry remains resilient, benefiting from Hong Kong’s status as a regional tourism and financial hub.

3. Market Size of the Restaurant Market in Hong Kong

The total revenue of Hong Kong’s restaurant industry in the fourth quarter of 2024 was estimated at HK$276 billion, reflecting a 0.4% year-on-year increase. Meanwhile, purchasing costs for the industry declined by 2.5%, suggesting a reduction in input costs. For the full year, the restaurant market size reached approximately HK$1,094 billion, marking a marginal increase compared to the previous year.

Hong Kong Restaurant Receipts and Purchases (2015 to 2024)

Source: Data derived from the Census and Statistics Department of the Government of the Hong Kong Special Administrative Region

Throughout 2024, market fluctuations were evident. The first quarter saw total industry revenue of HK$282 billion, up 2.3% year-on-year, while procurement costs declined slightly by 0.3%. In the second quarter, revenue dropped to HK$269 billion, a 2.1% year-on-year decrease, with procurement costs falling by 4.0%. The third quarter recorded further declines, with total revenue decreasing to HK$267 billion, down 1.3% year-on-year, and procurement costs down by 0.1%.

Looking ahead, the restaurant market is projected to grow over the next five years. This growth will be driven by the recovery in tourism, changes in consumer preferences, and the continued expansion of digital food services.

4. Market Size of the Fine-Dining Market in Hong Kong

The fine-dining segment in Hong Kong represents a significant portion of the restaurant industry, driven by both local affluent customers and the city’s status as an international tourist hub. While exact figures for the fine-dining market are not always readily disclosed, we can infer trends from overall restaurant revenue and the performance of fine-dining establishments.

Gross Value:

•        The total revenue of Hong Kong’s restaurant industry in the fourth quarter of 2024 was estimated at HK$276 billion, reflecting a 0.4% year-on-year increase. Though the fine-dining market contributes a smaller share of the total market, its value is substantial, with fine-dining restaurants in luxury hotels, international cuisine offerings, and Michelin-starred restaurants commanding a premium price point.

•        Specific categories, like premium Chinese restaurants, international fine-dining, and hotel-based dining, continue to see growth despite challenges posed by external factors like the pandemic or economic volatility. The Hong Kong government and private entities are also continuing to invest in boosting the tourism and hospitality sectors, with fine-dining being an essential part of the city’s appeal to foreign tourists.

Future Growth:

•        The fine-dining market is expected to see steady growth over the next few years, driven by the return of international tourism, the rising number of local wealthy individuals, and increasing consumer preferences for luxury experiences.

•        The market is expected to grow at a rate slightly higher than the overall restaurant industry in the coming years. For the fine-dining segment, growth over the next 3-5 years will be driven by increased disposable income, the expansion of food delivery for upscale restaurants, and a rising number of fine-dining establishments offering unique and bespoke experiences.

5. Market Drivers and Future Trends of Hong Kong’s Restaurant Industry

Several drivers are shaping the future of Hong Kong’s restaurant industry, particularly as the market adapts to changing consumer behaviors and external economic pressures. Key trends and drivers include:

Key Market Drivers:

1.      Recovery of Tourism:

•        As Hong Kong recovers from the pandemic, the return of tourists — especially from Mainland China, Southeast Asia, and Western countries — will significantly contribute to the restaurant market, particularly in luxury and fine-dining segments. This influx of tourists, combined with their consumption patterns, will lead to an increase in demand for fine-dining, specialty cuisines, and unique local dining experiences.

2.      Urbanization and Increasing Disposable Income:

•        Hong Kong continues to see growth in its middle and upper-income brackets. As disposable incomes rise, residents are increasingly willing to spend on fine-dining experiences. Additionally, the younger, more affluent population is more likely to spend on dining out and seek out diverse and unique culinary experiences.

3.      Technological Integration:

•        The growth of food delivery platforms like UberEats, Deliveroo, and local players has brought convenience to consumers. Upscale restaurants are capitalizing on this trend by offering high-quality delivery services for fine-dining, which was traditionally limited to dine-in only.

•        Furthermore, technology adoption such as digital ordering, AI-driven recommendations, and restaurant reservations via apps is reshaping customer engagement, making dining experiences more convenient and personalized.

4.      Health and Sustainability Trends:

•        As global and local awareness of health issues increases, consumers are turning to healthier and more sustainable food options. Restaurants are responding by incorporating organic, plant-based, and locally sourced ingredients into their menus. The rise of eco-conscious dining, with restaurants adopting green certifications and sustainable practices, is a trend that’s expected to shape the market for the foreseeable future.

5.      Experiential Dining:

•        Consumers are now looking for more than just a meal — they are seeking experiences. From interactive dining experiences (e.g., cooking shows) to immersive themed restaurants, the future of Hong Kong’s restaurant industry will focus on offering experiences that are memorable and highly shareable on social media. High-end restaurants are increasingly offering unique dining experiences such as private rooms with personalized menus, celebrity chef-hosted meals, or fine wines paired with custom dishes.

Future Trends:

1.      Focus on Globalization and Fusion Cuisines:

•        The trend of blending global flavors and techniques will continue to dominate. Hong Kong’s strategic position as an international city allows it to serve as a hub for new culinary trends, such as Korean-Japanese fusion or plant-based Asian fine-dining. These innovations are expected to attract both local and international consumers.

2.      Growth in Food Delivery for High-End Restaurants:

•        While delivery was traditionally not associated with fine-dining, the industry has seen a shift as restaurants adapt to demand for at-home fine-dining. Upscale restaurants are investing in packaging, logistics, and digital platforms to offer home delivery without compromising on quality.

3.      Automation and Robotics in Kitchens:

•        Fine-dining establishments are experimenting with robotics to improve efficiency and ensure consistency in food preparation. This trend is expected to grow, especially in food preparation for complex and high-volume kitchens.

4.      Increased Focus on Diversity and Inclusion:

•        There is also a growing trend toward greater diversity in restaurant menus, staffing, and the type of dining experiences offered, catering to various cultural and dietary needs.

6. Entry Barriers of the Restaurant Market in Hong Kong

While the restaurant industry in Hong Kong offers ample opportunities, it also presents various entry barriers that businesses must consider:

1.      High Capital Investment:

•        The costs associated with opening and maintaining a restaurant, particularly in prime locations, are considerable. Hong Kong is known for its high real estate prices, which can significantly increase the startup costs for restaurant businesses, especially those aiming for high-end service. A restaurant needs not only capital for the physical premises but also for permits, licenses, staff wages, and ongoing operational costs.

BUSINESS

Our Mission

Our corporate philosophy is to respect the fundamentals of the ingredients while delivering an aesthetically pleasing and delightful experience to our guests. We never forget the mindset of constant study and every dish is painstakingly selected to whet our guests’ appetite. We aim to create an all-rounded dining concept with individuality and creativity.

Overview

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands on January 15, 2025, as a holding company. We conduct our operation through our wholly-owned Hong Kong Operating Subsidiaries, namely. Akai Honoo Capital, French Fries Creativeworks and Wonderful Concept. We are an established restaurant group in Hong Kong serving a variety of cuisines such as Japanese yakitori, French-Japanese fusion and authentic Japanese sashimi/sushi cuisines. As of the date of this prospectus, we operate three restaurants, namely Akai Honoo, Ankoma and Kuno, located at commercial premises in Tsim Sha Tsui of Hong Kong.

Our portfolio of restaurants caters to guests from different backgrounds and with different preferences. Our offerings range from day-to-day catering to fine-dining experience. The following images set out our different brands and cuisine style of each restaurant in our portfolio:

We strive to offer our guests an unforgettable dining experience based on creativity, authenticity, elegance and innovation. Our restaurants are highly recognized in Hong Kong. Ankoma was featured in the Michelin Guide Hong Kong in 2025, applauded for its butter-aged lobster and roast three-yellow chicken. Ankoma was also listed in “The 50 best restaurants in Hong Kong” on Time Out (Hong Kong) in December 2024, praising its sensational French-Japanese cuisine. Akai Honoo, Ankoma and Kuno are highly-rated on Openrice, a widely-used food and restaurant guide website in Hong Kong, with an average rating of 4.5/5.0 as of June 30, 2025.

We, through our Hong Kong Operating Subsidiaries, have achieved progressive growth in our business. For the six months ended June 30, 2025 and each of the fiscal years ended December 31, 2024 and 2023, our total revenue was approximately US$1.4 million, US$2.3 million and US$2.0 million, respectively. For the six months ended June 30, 2025 and each of the fiscal years ended December 31, 2024 and 2023, our net income was approximately US$0.2 million, US$0.8 million and US$0.5 million, respectively.

Our Growth Strategies

Our principal growth strategies include further strengthening our market position and increasing our market share in the Hong Kong restaurant industry. We intend on achieving this growth by actively seeking new opportunities on expansion. To achieve these goals, we plan on implementing the following strategies:

Further expand our portfolio of restaurants

With Ankoma’s recognition in Michelin Guide Hong Kong in 2025, we plan to capitalize on this prestigious accolade and continue developing our portfolio of restaurants by opening additional restaurants. Our management observed that the middle and upper classes of Hong Kong are willing to spend extra for quality food and there is a high demand of mid-to-high-end restaurants in Hong Kong. We intend to explore the options to open high-end fine-dining restaurants in the heart of Hong Kong’s central business district, offering authentic and appealing fusion concept dishes. We believe opening additional restaurants that offer innovative dinning concepts will broaden our client base and attract returning clients to our other restaurants as well. Our management also intends to aggressively open new restaurants in major cities/countries in East Asia such as Tokyo, Osaka, Singapore and Kuala Lumpur, where the target market demographic has a high disposable income, value or have a taste for authenticity, and is willing to dine out for a revolutionary dining experience. We strategically select regions with dense populations and high concentration of individuals who align to our values. Leveraging on our experience in operating Michelin-recognized restaurant in Hong Kong, we believe we are well positioned to expand overseas and attract a wider clientele. We believe opening new restaurants overseas enable us to establish our brands in culinary excellence. As of the date of this prospectus, we have not entered into any binding agreement for any expansion nor identified any definite site for opening restaurants.

Recruit and cultivate future talents

We strive to offer our an guests unforgettable dining experience based on creativity, authenticity, elegance and innovation. We believe it is essential to actively recruit and educate future artisans from an early stage. As a high-end restaurant brand, our restaurants heavily rely on the skillset and perspective of our head chefs to deliver the highest quality and inspiring dishes to our guests. We believe recruiting promising or experienced talents can cultivate our next generation of artisans who embody our high standards and commitment to innovation. With Ankoma’s recognition as a Michelin Guide-listed restaurant, we believe we are well-positioned to recruit talent with precious experience in Michelin Guide-listed or award-winning restaurants. We also plan to devote more time and efforts in cultivating our existing and newly recruited chefs to foster their growth and development. We intend to subsidize our elevated artisans to Michelin-starred establishments in Hong Kong, Japan or France to be inspired and learn their culinary technique.

Upgrade the facilities of our existing restaurants

We strongly believe in providing a wholesome experience for our guests and value setting an exquisite tone and vibe in our restaurants. Our management believes that maintaining and upgrading our existing restaurants are vital to providing a refreshing experience to our guests. We plan to upgrade our equipment and utensils and refurbish our existing restaurants with modern interior designs and tableware appropriate to the dishes offered. We believe utilizing exquisite and sophisticated plates and tableware allows our diners to enjoy the rich harmony of excellent dishes and an aesthetically pleasing atmosphere.

Challenges, Competition and Obstacles

According to the Cundi Report, we face the following challenges, competition and obstacles:

•        High Capital Investment:    The costs associated with opening and maintaining a restaurant, particularly in prime locations, are considerable. Hong Kong is known for its high real estate prices, which can significantly increase the startup costs for restaurant businesses, especially those aiming for high-end service. A restaurant needs not only capital for the physical premises but also for permits, licenses, staff wages, and ongoing operational costs.

•        Regulatory Requirements:    Hong Kong has strict food safety and health regulations, including hygiene standards, food labeling, and environmental health laws that businesses must comply with. Non-compliance can result in heavy fines, reputation damage, and even closure. These regulatory hurdles are particularly challenging for new entrants without prior experience in navigating such systems.

•        Strong Competition:    Hong Kong’s restaurant market is saturated, with thousands of establishments across various categories. From street food to Michelin-starred restaurants, competition is fierce, and differentiating oneself can be a significant challenge. New entrants must offer unique value propositions, exceptional service, and innovative dining experiences to stand out.

•        Labor Shortages and Skills Gap:    The restaurant industry in Hong Kong, especially in fine-dining, faces challenges related to the recruitment and retention of skilled labor, including chefs and restaurant management staff. The relatively low wages in the sector compared to the high cost of living in Hong Kong make it difficult for restaurants to attract and retain quality workers.

•        Supply Chain and Import Reliance:    Many high-end restaurants in Hong Kong rely on imported goods and specialized ingredients. Fluctuations in the supply chain or disruptions caused by global economic conditions (e.g., shipping delays, increased tariffs) can affect operational stability.

•        Changing Consumer Behavior:    The shift in consumer preferences, influenced by economic cycles and changing lifestyles, can impact restaurant success. During periods of economic downturn, discretionary spending on dining out, particularly in the high-end sector, tends to decrease. Restaurants must remain agile to adapt to these shifts in consumer demand.

Our Business Model

We are an established restaurant group in Hong Kong serving a variety of cuisines such as Japanese yakitori, French-Japanese fusion and authentic Japanese sashimi/sushi cuisines. We conduct our operation through our wholly-owned Hong Kong Operating Subsidiaries, Akai Honoo Capital, French Fries Creativeworks and Wonderful Concept. As of the date of this prospectus, we operate 3 restaurants, namely Akai Honoo, Ankoma and Kuno, located at commercial premises in Tsim Sha Tsui of Hong Kong.

Our portfolio of restaurants caters for guests of different background and preferences. Our offerings ranged from day-to-day catering to fine-dining experience. The following sets out a brief introduction of each of our restaurants:

We, through our Hong Kong Operating Subsidiaries, have achieved progressive growth in our business. For each of the six months ended June 30, 2025 and 2024, our total revenue was approximately US$1.4 million and US$0.9 million, respectively. For each of the six months ended June 30, 2025 and 2024, our net income was approximately US$0.2 million and US$0.2 million, respectively.

For the six months ended June 30, 2025 and each of the fiscal years ended December 31, 2024 and 2023, our total revenue was approximately US$1.4 million, US$2.3 million and US$2.0 million, respectively. For the six months ended June 30, 2025 and each of the fiscal years ended December 31, 2024 and 2023, our net income was approximately US$0.2 million, US$0.8 million and US$0.5 million, respectively.

Our restaurants are independently operated and provide full-service to our guests. Guests are served from the time they enter the restaurant, include being led to their table, order taking, food delivery and payment. Our clients mainly settle their bill by cash or credit cards.

Restaurant Maintenance

To ensure the dishes that we served on our guests are of top quality, our operation team sources only from quality reputable ingredient suppliers. We carefully select suppliers based on (i) market reputation and credibility; (ii) food quality; (iii) price; (iv) time of delivery and (v) supplier’s compliance with health and safety standards. Our operation team constantly monitors the freshness of our ingredients.

Depending on the needs of individual restaurants, the head chefs of each restaurant monitors our inventory and place orders for our food ingredients and beverage. The food ingredients and beverage ordered are delivered directly to our restaurants. Our head chefs and staff will inspect the quality and quantity of the food ingredients on delivery. Food ingredients are stored at appropriate temperatures and conditions in refrigerating facilities.

The head chefs of each restaurant monitors all the food processing procedures such as washing, cutting, seasoning, cooking, serving and washing to ensure food safety and are responsible for ensuring that the quality of each dish served to our guests is of the highest quality. At the end of each day, all our restaurants are thoroughly cleaned every night to maintain proper hygiene.

Expansion and Dish Development

Our management constantly seeks opportunities to expand our portfolio of restaurants. When deciding on opening new restaurants, our management considers (i) location; (ii) expected manpower and chef availability; (iii) restaurant concept cuisine; and (iv) expected performance and customer-traffic. We are determined to continue expanding to develop innovative dining concepts.

We believe that the development of new dishes is important for our restaurants and we anticipate that new dishes will attract client interest. Led by our head chefs, our staff regularly gathers feedback from our guests, analyzes market data and accumulates ideas for developing innovative cuisines. Our head chefs then finalizes new concepts and make prototypes in pursuit of the optimal taste. Our management will review the new dishes and seasonal items with our marketing team and offer it to our customers.

Marketing

We deploy various marketing and advertising campaigns to increase market awareness of our restaurants and allocate most of our marketing budget to online marketing. Our marketing objectives include raising the profile of our restaurants, promoting our new dishes or seasonal items, creating demand, promoting sales and building a brand image. Our sales and marketing staffs create promotional materials and conduct research on target audience demands to deliver effective messages to our target audiences. We promote our restaurants through social media and advertising. Each of our restaurants has a separate Instagram account to promote its latest dishes with food photos to market our restaurants. Our restaurants are also mentioned on major restaurant guide websites such as Openrice.

Pricing Strategy

As each of our restaurants serves a different range of dishes with individual menus, we do not have a standardized pricing of dishes across our restaurant portfolios. In determining pricing of the menu items, we mainly consider (i) cost of food ingredients or beverages; (ii) prices of similar dishes by our competitors; (iii) cost of processing the food ingredients or beverages; and (iv) target profit margin. The head chef of each restaurant is responsible for managing the costs of each restaurant.

Our Clients

Due to the nature of our restaurant business, the majority of the clients of our restaurants are retail clients from the general public. For the six months ended June 30, 2025 and the fiscal years ended December 31, 2024 and 2023, none of our clients accounted for more than 10% of our annual revenue. We have not enter into any long-term contracts with our clients.

Our Suppliers

Our suppliers mainly consist of food ingredients and beverage suppliers. Most of our suppliers are local suppliers, importers and distributors selected by us. We generally place purchase order with our suppliers on an as-needed basis, and do not enter into any long-term contracts with our suppliers. The purchase order generally contain description of the goods to be delivered, the rate per unit and the total amount payable by us. Some suppliers may grant us a credit period of 14-30 days after the invoice date. We generally settle the amount by cash or bank transfer.

In the six months ended June 30, 2025 and the fiscal year ended December 31, 2024, none of our suppliers accounted for over 10% of the cost of revenues. In the fiscal year ended December 31, 2023, one of our suppliers accounted for over 10% of the cost of revenues, being approximately 18%.

Seasonality

We have not observed any significant seasonal trends. Our directors believe that there is no apparent seasonality factor affecting our Company operations.

Licenses

As of the date of this prospectus, our Operating Subsidiaries maintain the following licenses:

____________

Notes:

(1)      Additional licensing conditions were imposed under the liquor license for Akai Honoo, that no patrons shall stay at the balcony between 11p.m. and 9a.m. the following day and all doors and windows of the premises shall be kept closed between 11p.m. and 9a.m. the following day.

(2)      Under the general restaurant license of Ankoma, Ankoma is also authorized to sell sashimi and sushi.

(3)      Under the general restaurant license of Kuno, Kuno is also authorized to sell sashimi and sushi.

Properties

As of the date of this prospectus, we entered into the following lease agreements:

Employees

As of June 30, 2025 and December 31, 2024 and 2023, we employed a total of 14, 14 and 11 employees, located in Hong Kong. The following table sets forth a breakdown of our employees by function:

We consider that we have maintained a good relationship with our employees and have not experienced any significant disputes with our employees or any disruption to our operations due to any labor disputes. In addition, we have not experienced any difficulties in the recruitment and retention of experienced core staff or skilled personnel. Our remuneration package includes salary and discretionary bonuses. In general, we determine employees’ salaries based on their qualifications, position and seniority. In order to attract and retain valuable employees, we review the performance of our employees annually which will be taken into account in annual salary review and promotion appraisal. We provide a defined contribution to the Mandatory Provident Fund as required under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) for our eligible employees in Hong Kong.

Intellectual Property

As of the date of this prospectus, we have not registered any patent or trademark. We have registered our domain name and website.

Insurance

We maintain (i) fire, liability or other property insurance in relation to our Operating Subsidiaries’ operations; and (ii) employees’ compensation insurance for personal injury with AIG Insurance Hong Kong Limited. We believe that our current insurance policies are sufficient for our operations.

Legal Proceedings

We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business. During the six months ended June 30, 2025 and the fiscal years ended December 31, 2024 and 2023 and as of the date hereof, neither we nor any of our subsidiaries have been involved in any litigation, claim, administrative action or arbitration which had a material adverse effect on the operations or financial condition of the Company.

REGULATIONS

This section sets forth a summary of the most significant rules and regulations that affect our business in the material jurisdiction.

Overview

Our Group’s business operations are conducted through our three restaurants in Hong Kong and are primarily subject to Hong Kong laws and regulations.

This section summarizes the most significant rules and regulations that affect our business activities.

There are three principal types of licenses required for the operation of our Group’s restaurants in Hong Kong:

(a)     general restaurant license to be obtained before commencement of the relevant restaurant; and

(b)    liquor license, to be obtained before commencement of sale of liquor in the restaurant premises.

Licenses, approvals and permits necessary for our business operations

Business registration license

The Business Registration Ordinance (Cap. 310 of the Laws of Hong Kong) requires every entity which carries on a business in Hong Kong to apply for business registration and to display the valid business registration certificate at the place of business. Any person who fails to apply for business registration or display a valid business registration certificate at the place of business shall be guilty of an offence and shall be liable to a fine of HK$5,000 and imprisonment for one year.

General restaurant license

Any person operating a restaurant in Hong Kong is required to obtain a general restaurant license from the Food and Environmental Hygiene Department (“FEHD”) under the Public Health and Municipal Services Ordinance (Cap. 132 of the Laws of Hong Kong) (“PHMSO”) and the Food Business Regulation (Cap. 132X of the Laws of Hong Kong) (“FBR”) before commencing the restaurant business operation. It is provided under section 31(1) of the FBR that no person shall carry on or cause, permit or suffer to be carried on any restaurant business except with a general restaurant license. The FEHD will consider whether certain requirements in respect of health, ventilation, gas safety, and building safety (including free of unauthorized building works) imposed by the FEHD, Electrical and Mechanical Services Department and Buildings Department are met before issuing a restaurant license. In deciding whether to grant a general restaurant license, the FEHD will also consult the Buildings Department, the Fire Services Department and the Planning Department in assessing the suitability of premises for use as a restaurant, where the fulfillment of the Buildings Department’s structural standard and the fulfillment of the Fire Services Department’s fire safety and mechanical ventilating requirements are considered. The FEHD may grant a provisional general restaurant license if the premises have fulfilled the essential requirements in accordance with the FBR pending fulfillment of all outstanding requirements for the issue of a full general restaurant license.

A provisional general restaurant license is valid for a period of six months or a lesser period, and a full general restaurant license is generally valid for a period of one year, both subject to payment of the prescribed license fees and continuous compliance with the requirements under the relevant legislation and regulations. A provisional general restaurant license is renewable in exceptional circumstances for only a further period not exceeding six months and a full general restaurant license is renewable annually.

Restricted food permit

Under sections 30(1), 31A and schedule 2 of the FBR, and according to guidelines of the FEHD, no person shall sell, or offer or expose for sale, or possess for sale or for use in the preparation of any article of food for sale, any of the foods specified in schedule 2 of the FBR (including sashimi and non-bottled drinks) except with permission of the Director of the FEHD. One of our restaurant, Thai Pot, has obtained permission of the Director of the FEHD to sell sashimi and sushi.

Under section 35 of the FBR, any person who is guilty of an offence under section 30(1) of the FBR may be subject to fine up to HK$50,000, imprisonment up to six months, and HK$900 for each day during which that the offence has continued where the offence is a continuing offence.

Demerit points system

The demerit points system is a penalty system operated by the FEHD to sanction food businesses for repeated violations of relevant hygiene and food safety legislation. Under the system:

(a)     if, within a period of 12 months, a total of 15 demerit points or more have been registered against a licensee in respect of any licensed premises, the license in respect of such licensed premises will be subject to suspension for seven days (“First Suspension”);

(b)    if, within a period of 12 months from the date of the last offence leading to the First Suspension, a total of 15 demerit points or more have been registered against the licensee in respect of the same licensed premises, the license will be subject to suspension for 14 days (“Second Suspension”);

(c)     thereafter, if, within a period of 12 months from the date of the last offence leading to the Second Suspension, a total of 15 demerit points or more have been registered against the licensee in respect of the same licensed premises, the license will be cancelled;

(d)    for multiple offences found during any single inspection, the total number of demerit points registered against the license will be the sum of the demerit points for each of the offences;

(e)     the prescribed demerit points for a particular offence will be doubled and trebled if the same offence is committed for the second and the third time within a period of 12 months; and

(f)     any alleged offence pending, that is the subject of a hearing and not yet taken into account when a license is suspended, will be carried over for consideration of a subsequent suspension if the licensee is subsequently found to have violated the relevant hygiene and food safety legislation upon the conclusion of the hearing at a later date.

Business Licensing Regime — Professional Certification System

Under the FBR, any person who intends to carry on a food business is required to obtain a full food business license issued by the FEHD. When applying for a full license, an applicant may choose to apply for a provisional license at the same time, which enables the applicant to have ample time to complete the remaining works during the six-month license period for compliance with all licensing requirements for a full license.

From 1 March 2023, the FEHD introduces a new Professional Certification System (“New PCS”) and adopts an approach of “license first, inspection later” for the issue of full licenses. Under the New PCS, the FEHD accepts a Certificate of Compliance (Health Requirements) for full food business license, final layout plans and final ventilation plans (if applicable) provided by an authorized person registered under section 3(1) of the Buildings Ordinance (Cap. 123 of the Laws of Hong Kong) (“BO”) or a registered structural engineer under section 3(3) of the BO (AP/RSE) as the certification for compliance with all health requirements for the issue of a full license. After issuance of the full license, the FEHD staff will conduct on-site audit checks to confirm premises’ compliance with all health requirements. If any information in the relevant documents certified correct by an AP/RSE is found to be incorrect, false or misleading, or if the declaration made is found to be false after on-site audit checks, the FEHD will carry out follow-up action, such as consideration of instigating prosecution, cancellation of the license issued or referring the case to other departments concerned for follow-up.

The New PCS is currently applicable to full application of general restaurant, light refreshment restaurant and food factory. Applicants under the New PCS must comply with all licensing requirements imposed by other relevant government departments, and can choose between the current system (i.e. to issue full license upon the completion of final on-site check by FEHD officer) or the New PCS for the application of full licenses. Subject to smooth implementation of the PCS and support from the trade, the FEHD will consider extending the new measure to other food business licenses.

Hygiene manager and hygiene supervisor scheme

To strengthen food safety supervision in licensed food premises, the FEHD has introduced the Hygiene Manager (“HM”) and Hygiene Supervisor (“HS”) Scheme (“HMHS Scheme”). Under the HMHS Scheme, all food establishments producing high-risk food are required to appoint an HM and an HS; and all other food establishments are required to appoint an HM or an HS. General restaurants which accommodate over 100 customers are required to appoint an HM and an HS.

Food business operators are required to train up their staff or appoint qualified persons to take up the posts of HM or HS. According to “A Guide to Application for Restaurant Licenses (September 2024 Edition)” issued by the FEHD, one of the criteria for the issuance of a provisional general restaurant license is the submission of a duly completed nomination form for HM and/or HS, together with a copy of their relevant course certificate(s).

Liquor regulations

Liquor license

In Hong Kong, a person must obtain a liquor license from the Liquor Licensing Board under the Dutiable Commodities (Liquor) Regulations (Cap. 109B of the Laws of Hong Kong) (“DCLR”) before commencement of sale of liquor for consumption in the premises. It is provided under section 17(3B) of the Dutiable Commodities Ordinance (Cap. 109 of the Laws of Hong Kong) (“DCO”) that where regulations prohibit the sale or supply of any liquor except with a liquor license, no person shall sell, or advertise or expose for sale, or supply, or possess for sale or supply, liquor except with a liquor license.

Regulation 25A of the DCLR prohibits the sale of liquor at any premises for consumption on those premises or at a place of public entertainment or a public occasion for consumption at the place or occasion except with a liquor license. The Liquor Licensing Board will consider the fitness of the applicant to hold the license, the suitability of the premises to which the application relates in selling or supplying intoxicating liquor and the public interest before granting the liquor license. A liquor license will only be issued when the relevant premises have also been issued with a full or provisional general restaurant license, except exempted by the Liquor Licensing Board. A liquor license will only be valid if the relevant premises remain licensed as a restaurant. All applications for liquor license are referred to the Commissioner of Police and the District Officer concerned for comments. A liquor license is only granted if the applicant can devote sufficient time and attention to the proper management of the liquor-licensed premises.

Under regulation 15 of the DCLR, any renewal, transfer or amendment of a liquor license must be made in the form as determined by the Liquor Licensing Board. For a transfer application, consent of the holder of the liquor license is required. Under regulation 24 of the DCLR, in case of illness or temporary absence of the holder of liquor license, the secretary to the Liquor Licensing Board may in his/her discretion authorize any person to manage the licensed premises. The application under such regulation is required to be made by the holder of liquor license. For any application for cancellation of the liquor license made by the holder of liquor license, an application for new issue of a liquor license shall be made to the Liquor Licensing Board.

Under section 54 of the DCO, in case of death or insolvency of the holder of liquor license, his/her executor or administrator or trustee may carry on the business in the licensed premises until expiration of the license.

A liquor license is valid for a period of two years or a lesser period, subject to continuous compliance with the requirements under the relevant legislation and regulations. Any person who contravenes section 17(3B) of the DCO commits an offence and is liable on conviction to a fine of HK$1 million and to imprisonment for two years.

The Factories and Industrial Undertakings (Fire Precautions in Notifiable Workplaces) Regulations (Cap. 59V of the Laws of Hong Kong) (“FIU(FPNW)R”)

The FIU(FPNW)R are designed to ensure that the proprietor of every workplace shall maintain a means of escape from the workplace in good condition and free from obstruction. Under regulation 5(1) of the FIU(FPNW)R, the proprietor of every notifiable workplace shall maintain in good condition and free from obstruction every doorway, stairway and passageway within the workplace which affords a means of escape from the workplace in case of fire. Regulation 14(5) of the FIU(FPNW)R stipulates that the proprietor of any notifiable workplace who contravenes regulation 5(1) without reasonable excuse commits an offence and is liable to a fine of HK$400,000 and imprisonment for six months.

Fire Safety (Commercial Premises) Ordinance (Cap. 502 of the Laws of Hong Kong) (“FS(CP)O”)

The FS(CP)O serves to better protect occupants, users, and visitors of certain kinds of commercial premises and buildings from the risk of fire. Under Schedule 4 of the FS(CP)O, a building is a specified commercial building if the building was constructed to be used for the purposes of office or business (but excluding buildings constructed to be used for the purposes of a factory), and was either constructed or the plans of the building works of which were first submitted to the Building Authority on or before 1 March 1987.

An owner or occupier of specified commercial building may be required to comply with all or any of the following fire safety measures, including (a) provision of or improvement on fire service installations and equipment, such as automatic sprinkler system, automatic cut-off devices for mechanical ventilating systems, emergency lighting, fire hydrant and hose reel system, manual fire alarms and portable fire extinguishers, and (b) construction requirements, such as provision of adequate means of access from the premises in the event of fire and to the premises to facilitate access for firefighting and rescue, and provision of measures to inhibit the spread of fire and to ensure integrity of building structure.

An owner or occupier of the premises should appoint a Registered Fire Service Installation Contractor to carry out works on the provision of or the improvement on fire service installations and equipment.

An owner or occupier of the specified commercial building may be directed to comply with the fire safety measures by means of Fire Safety Direction or Fire Safety Improvement Direction from the relevant enforcement authority. Failure to comply with such directions will allow the Director of Fire Services to apply for Fire Safety Compliance Order or Fire Safety Improvement Compliance Order, or Prohibition Order to prohibit occupation of the relevant building or part thereof.

Fire Safety (Buildings) Ordinance (Cap. 572 of the Laws of Hong Kong) (“FSBO”)

The FSBO aims to provide better protection from the risk of fire for occupants, users, and visitors of certain kinds of composite buildings, which is a building constructed or intended to be used partly for domestic purposes and partly for non-domestic purposes.

Similar to the regulations under the FSBO, an owner or occupier should appoint a Registered Fire Service Installation Contractor to carry out the works on the provision of or the improvement on fire service installations and equipment.

The Director of Fire Services will issue Fire Safety Directions specifying the requirements of fire safety measures to the occupiers to comply with requirements to provide or improve emergency lighting and an automatic cut-off device for the mechanical ventilating system in non-common areas. Failure to comply with such directions will allow the Director of Fire Services to apply for Fire Safety Compliance Order or Prohibition Order to prohibit occupation of the relevant building or part thereof.

Environmental Regulations

Waste Disposal Ordinance (Cap. 354 of the Laws of Hong Kong) (“WDO”)

The WDO provides legislative control on pollution caused by all forms of wastes. The subsidiary legislation of the WDO, namely the Waste Disposal (Chemical Waste) (General) Regulation (Cap. 354C of the Laws of Hong Kong) (“WD(CW)(G)R”) supplement the legislation framework. It provides for the control of all aspects of chemical waste disposal, including storage, collection, transport, treatment and final disposal.

According to Section 6 of the WD(CW)(G)R, any person who produces or causes to be produced chemical waste must be registered with the Environmental Protection Department. Anyone who contravenes section 6 commits an offence and is liable to a fine of HK$200,000 and to imprisonment for 6 months.

Air Pollution Control Ordinance (Cap. 311 of the Laws of Hong Kong) (“APCO”)

The APCO is the main legislation controlling air pollutants from industrial and commercial activities and other polluting sources. The Environmental Protection Department is responsible for enforcing provisions in the APCO and its subsidiary legislations.

The Air Pollution Control (Smoke) Regulations (Cap. 311C of the Laws of Hong Kong) (“APC(S)R”) stipulates that dark smoke emission from any chimney or relevant plant must not exceed (i) 6 minutes in any period of 4 hours, or (ii) 3 minutes continuously at any one time. The darkness of smoke is determined by comparing the shade of smoke to the shades on a Ringlemann Chart. It is an offence for the management of a restaurant to allow its chimney, flue or related facilities to emit dark smoke exceeding the stipulated standard. Restaurants should follow guidelines from the Environmental Protection Department on the control of cooking fumes and odors from restaurants and food business.

Any person or company who commits an offence under the APO shall be liable to prosecution. The maximum fines for convictions under the APO range from HK$100,000 to HK$500,000 and 6 to 12 months’ imprisonment.

Health and Safety Regulatory Compliance

The Public Health and Municipal Services Ordinance (Cap. 132 of the Laws of Hong Kong) (“PHMSO”)

The legal framework for food safety control in Hong Kong is set out in Part V of the PHMSO and the relevant sub-legislation thereunder. The PHMSO requires manufacturers and sellers of food to ensure that their products are fit for human consumption and comply with requirements in respect of food safety, food standards and labelling.

Section 50 of the PHMSO prohibits the preparation, advertising and sale of food or drugs that are injurious to health in Hong Kong. Anyone who fails to comply with the said section shall be guilty of an offence which carries a maximum penalty of HK$10,000 and three months’ imprisonment. Section 52 of the PHMSO provides that, subject to the defences in section 53 of the PHMSO, 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 fine up to HK$10,000 and imprisonment up to three months.

According to section 54 of the PHMSO, any person who sells or offers 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 which carries a fine up to HK$50,000 and imprisonment up to six months.

Section 61 of the PHMSO provides that it shall be an offence for any person who gives with any food or drug sold by him, or displays with any food or drug exposed for sale by him, any label which falsely describes the food or drug, or is calculated to mislead as to its nature, substance or quality. Further, any person who publishes or is a party to the publication of an advertisement falsely describing any food or drug or is likely to mislead as to the nature, substance or quality of any food or drug shall be guilty of an offence which carries a fine up to HK$50,000 and imprisonment up to six months.

The FEHD is one of the designated authorities responsible for the enforcement of the PHMSO and the relevant sub-legislation thereunder. It may take samples of all kinds of food products at their points of entry to Hong Kong, and may prohibit or restrict importation of food products. The FEHD also has the power to examine any food which is intended for human consumption, and it may seize and remove such food or its packaging if it appears that such food is unfit for human consumption.

Food Hygiene Code

The Food Hygiene Code (“Code”) published by the FEHD provides a set of model requirements to help food businesses achieve a higher degree of compliance with food regulations in compliance with the PHMSO and its subsidiary legislation. The Code applies to all food premises licensable under the FBR including, but not limited to, restaurants and food factories. The Code is not a substitute for the food regulations and the licensing requirements and conditions, but rather to be used in association with the food regulations and the applicable licensing requirements and conditions for easier compliance and more consistent enforcement.

The Code covers various aspects of good practices of food hygiene and food safety, including general design and construction of food premises; cleaning, sanitizing and maintenance of food premises, equipment and utensils; safe food handling; and personal health, hygiene and training of food handlers.

Failure to observe any provisions of the Code by a food business will not itself render it liable to any criminal proceedings, but may be relied upon by any party to the proceedings as tending to establish or to negative any liability which is in question to those proceedings, in any proceedings whether civil or criminal including proceedings for an offence under the PHMSO.

Consumer Goods Safety Ordinance (Cap. 456 of the Laws of Hong Kong) (“CGSO”)

The CGSO imposes a duty on manufacturers of certain consumer goods to ensure that the consumer goods they supply are safe and for incidental purposes.

Section 4(1) of the CGSO requires consumer goods to be reasonably safe having regard to all of the circumstances including (a) the manner in which, and the purpose for which the products are presented, promoted or marketed; (b) the use of any mark in relation to the consumer goods, instructions or warnings given for the keeping, use or consumption of the consumer goods; (c) reasonable safety standards published by a standards institute or similar bodies for consumer goods of the description which applies to the consumer goods or for matters relating to consumer goods of that description; and (d) the existence of any reasonable means to make the consumer goods safer.

According to section 2(1) of the Consumer Goods Safety Regulation (Cap. 456A of the Laws of Hong Kong) (“CGSR”), where consumer goods on their packages are marked with, or where any labels affixed to or any documents enclosed in their packages contain, any warning or caution regarding the safe keeping, use, consumption or disposal, such warning or caution shall be in both the English and the Chinese languages. Such warnings and cautions, as required by section 2(2) of the CGSR, shall be legible and be placed in a conspicuous position on (a) the consumer goods; (b) any package of the consumer goods; (c) a label securely affixed to the package; or (d) a document enclosed in the package.

Food and Drugs (Composition and Labelling) Regulations (Cap. 132W of the Laws of Hong Kong) (“FD(CL)R”)

The FD(CL)R, which are under the PHMSO, contains provisions governing the advertising and labeling of food.

Regulation 3 of the FD(CL)R provides that the composition of foods specified in Schedule 1 shall be up to the specified standards. Pursuant to Regulation 5 of the FD(CL)R, any person who advertises for sale, sells or manufactures for sale any food which does not conform to the relevant requirements as to the composition prescribed in Schedule 1 to the FD(CL)R commits an offense and is liable to a fine of HK$50,000 and imprisonment for six months.

Cyber Security and Data Protection Laws in Hong Kong

Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong)

The PDPO protects the privacy interests of living individuals in relation to personal data. The ordinance covers any automated and non-automated data relating directly or indirectly to a living individual and applies to both public and private bodies as data users that control the collection, holding, processing or use of personal data. There are six principles under the PDPO, which set out the principles in respect of the purpose and manner of collection of data, the accuracy and duration of retention of data, the use of personal data, the security of personal data, the information to be generally available and the access to personal data. In general, the personal data shall be lawfully and fairly collected and steps should be taken to ensure that the data subject is explicitly or implicitly informed on or before collecting the data. Personal data should also be accurate, up-to-date and kept no longer than necessary while unless with the consent from the data subjects, personal data should be used for the purposes for which they were collected or a directly related purpose. The Office of the Privacy Commissioner for Personal Data is the governing body to promote, administer and oversee the enforcement of the PDPO. It has the power to carry out inspections of any personal data systems, to receive complaints from individuals and to investigate data users in respect of the complaints filed. Contravention with the PDPO may entitle the Privacy Commissioner for Personal Data to issue a written enforcement notice directing such Data User to remedy and prevent recurrence of contravention. Contravention with the above enforcement notice issued by the Privacy Commissioner for Personal Data is an offence and the offender is liable to a maximum fine of HK$50,000 and imprisonment for 2 years, with a daily penalty of HK$1,000. Subsequent convictions can result in a maximum fine of HK$100,000 and imprisonment for 2 years, with a daily penalty of HK$2,000.

Other Regulations Relating to Our Business Operations

The Employment Ordinance (Cap. 57 of the Laws of Hong Kong) (“EO”)

The EO provides for, among other things, the basic employment protection of wages to all employees to regulate the general conditions of employment and for matters connected therewith.

The EO provides that where a contract of employment is terminated, any sum due to the employee shall be paid to him as soon as is practicable and in any case not later than seven days after the day of termination. Under the Employment Ordinance, any employer who wilfully and without reasonable excuse fails to pay the said sum due to the employee within seven days after the day of termination, commits an offence and is liable to a fine of HK$350,000 and to imprisonment for three years.

Further, the EO provides that if any wages or any sum earned by the employee for work done over the period commencing on the expiry of his wage period next preceding the time of termination up to that time are not paid within seven days from the day on which they become due, the employer shall pay interest at a specified rate on the outstanding amount of wages or sum from the date on which such wages or sum become due up to the date of actual payment. Any employer who wilfully and without reasonable excuse fails to pay such wages or sum within seven days from the day on which they become due, commits an offence and is liable on conviction to a fine of HK$10,000.

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

The Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (the “MPFSO”) provides that every employer must take all practicable steps to ensure that each employee is covered under a Mandatory Provident Fund (MPF) scheme. An employer who fails to comply with such a requirement may face a fine and imprisonment. The MPFSO provides that an employer must, for each contribution period, (a) from the employer’s own funds, contribute to the relevant MPF scheme the amount determined in accordance with the MPFSO; and (b) deduct from the employee’s relevant income for that period as a contribution by the employee to that scheme the amount determined in accordance with the MPFSO.

The amount to be contributed and/or deducted by an employer for a contribution period is in the case of a casual employee who is a member of an industry scheme, an amount determined by reference to a scale specified in an order made in accordance with the MPFSO.

The Employees’ Compensation Ordinance (Cap. 282 of the Laws of Hong Kong) (“ECO”)

The ECO establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights and obligations of employers and employees in respect of injuries sustained by or death of the employees caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases suffered by the employees.

Under the ECO, if an employee sustains an injury or dies as a result of an accident arising out of and in the course of his employment, his employer is in general liable to pay compensation even if the employee might have committed acts of faults or negligence when the accident occurred. Similarly, an employee who suffers incapacity or dies arising from an occupational disease is entitled to receive the same compensation as that payable to employees injured in occupational accidents.

Under the ECO, an employer must notify the Commissioner for Labour of any work accident by submitting the prescribed form (within fourteen days after the accident for general work accidents and within seven days after the accident for fatal accidents), irrespective of whether the accident gives rise to any liability to pay compensation. If the happening of such accident was not brought to the notice of the employer or did not otherwise come to his knowledge within such period of seven or fourteen days (as the case may be), then such notice shall be given not later than seven days or, as may be appropriate, fourteen days after the happening of the accident was first brought to the notice of the employer or otherwise came to his knowledge.

The ECO further provides that all employers are required to take out insurance policies to cover their liabilities under the ECO and common law for injuries at workplace for all of their employees. An employer failing to do so is liable on conviction upon indictment to a fine of HK$100,000 and to imprisonment for two years, and on summary conviction to a fine of HK$100,000 and imprisonment for one year.

The Minimum Wage Ordinance (Cap. 608 of the Laws of Hong Kong) (“MWO”)

The prescribed minimum hourly wage rate (currently set at HK$40 per hour) for every employee is govern by the MWO. Section 15 of the MWO provides that any provision of employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee under the MWO is void.

The Occupiers Liability Ordinance (Cap. 314 of the Laws of Hong Kong) (“OLO”)

The OLO regulated the obligations of a person occupying or having control of premises on injury resulting to persons or damage caused to goods or other property lawfully on the premises. The OLO imposes a common duty of care on an occupier of premises to take reasonable care of the premises in all circumstances so as to ensure that his visitor will be reasonably safe in using the premises for the purposes for which he is invited or permitted by the occupier to be there.

The Occupational Safety and Health Ordinance (Cap. 509 of the Laws of Hong Kong) (“OSHO”)

The OSHO provides for the safety and health protection to employees in workplaces, both industrial and non-industrial.

Under the OSHO, every employer must, as far as reasonably practicable, ensure the safety and health at work for all employees by:

(a)     providing and maintaining plant and systems of work that are safe and without risks to health;

(b)    making arrangements for ensuring safety and absence of risks to health in connection with the use, handling, storage or transport of plant or substances as regards any workplace under the employer’s control;

(c)     providing all necessary information, instructions, training and supervision to the employee to ensure the safety and health at work;

(d)    providing and maintaining means of access to and egress from the workplace that are safe and without any risks to health; and

(e)     providing and maintaining a working environment for the employees that is safe and without risks to health.

An employer who fails to comply with any of the above provisions commits an offence and is liable on summary conviction to a fine of HK$3,000,000 or on conviction on indictment to a fine of HK$10,000,000. An employer who intentionally knowingly or recklessly fails to comply with any of the above provisions commits an offence and is liable on summary conviction to a fine of HK$3,000,000 and to imprisonment for 6 months or on conviction on indictment to a fine of HK$10,000,000 and to imprisonment for 2 years.

The Commissioner for Labor may by virtue of section 9(1) of the OSHO issue an improvement notice against non-compliance of the OSHO. The Commissioner for Labor may also by virtue of section 10(1) of the OSHO issue a suspension notice against activity or condition of workplace which may create imminent risk of death or serious bodily injury. An employer who fails to comply with an improvement notice without reasonable excuse commits an offence punishable by a fine of HK$400,000 and imprisonment for 12 months. An employer who contravenes a suspension notice without reasonable excuse commits an offence punishable by a fine of HK$1,000,000 and imprisonment for 12 months.

The Inland Revenue Ordinance (Cap. 112 of the Laws of Hong Kong) (“IRO”)

The IRO imposes taxes on property, earnings and profits in Hong Kong. Pursuant to section 14(1) of the Inland Revenue Ordinance, profits tax shall be charged for each year of assessment on every person carrying on a trade, profession or business in Hong Kong in respect of his/her/its assessable profits arising in or derived from Hong Kong for that year from such trade, profession or business (excluding profits arising from the sale of capital assets). Section 51C of the IRO requires every person carrying on a trade, profession or business in Hong Kong to keep sufficient records of his/her/its income and expenditure and to retain such records for a period of not less than seven years. Failure to comply with section 51C of the IRO without reasonable excuse may be liable to a maximum fine of HK$100,000.

The Trade Descriptions Ordinance (Cap. 362 of the Laws of Hong Kong) (“TDO”)

Food products sold in Hong Kong are subject to the TDO. The TDO was amended in July 2013 to expand the scope of certain provisions, including the prohibition of false trade description in respect of goods and services in the course of trade, prohibition on certain unfair trade practices and the introduction of a civil, compliance-based enforcement mechanism.

MANAGEMENT

Directors and Executive Officers

The following table sets forth information concerning our directors and executive officers, including their ages as of the date of this prospectus:

____________

*        Each of our independent director nominee has accepted our appointment to be our independent director, effective upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part.

Wai Kit, Ng is our director, Chief Executive Officer and chair of the board of the Company. Mr. Ng is responsible for the general corporate strategy, overall management of our operations and business expansion. Mr. Ng has over three years of experience in restaurant business and eight years of experience in marketing. Mr. Ng joined our Group in July 2021 and became our Chief Executive Officer in March 2025. From 2016 to 2019, Mr. Ng was a marketing manager at Shenzhen Cream Clothing Company Limited. From 2014 to 2016, Mr. Ng was a marketing staff at Whatasunnyday. From 2012 to 2014, Mr. Ng was a marketing executive at CreamSoda. From 2012 to 2013, Mr. Ng was a marketing staff at Choice Limited. From 2010 to 2012, Mr. Ng was a marketing assistant at Dream Crew Limited. Since July 2021, Mr. Ng has been a director of Akai Honai. Mr. Ng completed Form 5 secondary education in Hong Kong.

Sui Chi, Wong is the Chief Financial Officer of the Company. Mr. Wong has over 30 years of experience in the accounting, financing and auditing industry. Mr. Wong was our Chief Financial Officer in March 2025. Mr. Wong has been a director of Ultron Transaction Advisory Services Limited since May 2022. From March 2012 to December 2021, Mr. Wong was the financial controller of Shine Vision Investments Limited. From February 2008 to May 2010, Mr. Wong was a finance and administration manager at Cheng Lie Navigation (HK) Co. Limited. From April 2004 to January 2008, Mr. Wong was a finance manager at Padico Trading (HK) Limited. From February 2000 to May 2003, Mr. Wong was the financial controller of Dashin Securities Limited. From September 1998 to January 2000, Mr. Wong was an accounting manager at Denny’s Food Corporation Limited. From May 1997 to June 1998, Mr. Wong was an accounting manager at Soundwill Holdings Limited. From November 1995 to May 1997, Mr. Wong was a finance manager of Citifood Co. International Ltd.. From June 1993 to July 1995, Mr. Wong was an audit semi-senior at Deloitte Touche Tohmatsu. From August 1991 to February 1993, Mr. Wong was an audit clerk at Fan, Mitchell & Company. From August 1991 to May 2010, Mr. Wong worked at various companies, with roles including finance controller, finance manager, accounting manager and audit staff. Mr. Wong has been an executive director since June 2024 and an independent non-executive director from September 2023 to June 2024 of Pacific Legend Group Limited (HKEx: 8547), a company listed on the Stock Exchange of Hong Kong Limited. Since July 2017, Mr. Wong has been an independent non-executive director of Hong Kong Entertainment International Holdings Limited (HKEx: 8291), a company listed on the Stock Exchange of Hong Kong Limited. From April 2017 to February 2021, Mr. Wong was an independent non-executive director of New Amante Group Limited (HKEx: 8412), a company listed on the Stock Exchange of Hong Kong Limited. From December 2013 to October 2016, Mr. Wong was an independent non-executive director of Net-a-Go Technology Company Limited (HKEx: 1483), a company listed on the Stock Exchange of Hong Kong Limited. Mr. Wong obtained a master of science in financial management from the University of London in 2003 and a bachelor of administration in accountancy from the City University of Hong Kong in 1991. Mr. Wong is a fellow member of the Institute of Chartered Accountants in England and Wales and a member of the Hong Kong Institute of Certified Public Accountants.

Ka Wing Eric, Law is a director nominee who will be appointed as one of our independent directors upon the effectiveness of the registration statement. Mr. Law has more than 8 years of experience in audit and accounting. Since April 2024, Mr. Law has been the chief financial officer of Grande Group Limited (Nasdaq: GRAN). From January 2016 to December 2023, Mr. Law worked in KPMG, with his last position as manager of the audit department. Mr. Law has extensive experience in performing audits on listed companies and preparing financial statements. Since

September 2024, Mr. Law has been a non-executive director of China Next-Gen Commerce and Supply Chain Limited (HKEx: 3928) a company listed on the Stock Exchange of Hong Kong Limited. Mr. Law obtained a Bachelor of Law from the University of Warwick in 2014. He has been a certified public accountant under Hong Kong Institute of Certified Public Accountants since 2019. We believe Mr. Law is well qualified to serve on board of directors as an independent director based on his extensive work experience in various fields.

Tak Fai, Choi is a director nominee who will be appointed as one of our independent directors upon the effectiveness of the registration statement. Mr. Choi has more than 13 years of experience in the finance industry. Mr. Choi has been an independent non-executive director of Zijing International Financial Holdings Limited (HKEx: 8340) since May 2021 and an independent non-executive director of Shanghai International Shanghai Growth Investment Limited (HKEx: 770) since February 2025. Since January 2012, Mr. Choi has been an associate sales director of Yuanta Securities (Hong Kong) Company Limited. Mr. Choi obtained a Bachelor of Science in Mathematics from the Chinese University of Hong Kong in 2011. We believe Mr. Choi is well qualified to serve on board of directors as an independent director based on his extensive work experience in various fields.

Yee Ngan, Mok is a director nominee who will be appointed as one of our independent directors prior to the closing of our initial public offering. Ms. Mok has more than 39 years of experience in business administration. Ms. Mok has been the chairman of Shenzhen Dongsong Electronics Co., Ltd. since June 1986 and the chairman of Hong Kong Dongdian Industrial Co., Ltd. since July 1999. From October 2017 to January 2022, Ms. Mok was the chairman and president of Guangdong Shunwei Precision Co., Ltd.. Ms. Mok obtained a Bachelor of Business Administration of the Beijing Institute of Technology in 2021 and a Master of Business Administration from Peking University in 2021. We believe Ms. Mok is well qualified to serve on board of directors as an independent director based on her extensive work experience in various fields.

Family Relationships

As of the date of this prospectus, there are no family relationships among our directors and executive officers.

Chinese Communist Party Affiliations

None of the members of our board or the boards of our consolidated foreign operating entities are officials of the Chinese Communist Party (“CCP”). None of the members of our board or the boards of our consolidated foreign operating entities are or were members of, or affiliated with the CCP.

Corporate Governance Practices

Foreign Private Issuer

After the consummation of this Offering, we will qualify as a “foreign private issuer” under the SEC rules and Nasdaq rules. As a foreign private issuer, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Also, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. However, we will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and we will submit to the SEC from time to time, on Form 6-K, reports of information that would likely be material to an investment decision in our Class A Ordinary Shares.

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), except that we must comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), and that we have an audit committee that satisfies Rule 5605(c)(3), including having committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). The exemptions are subject to our disclosure of which requirements we are not following and the equivalent Cayman Islands requirements. Below are some of the exemptions afforded to foreign private issuers under the Nasdaq rules:

•        Exemption from the requirement that we disclose within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers.

•        Exemption from the requirement that our board of directors be composed of independent directors.