As filed with the U.S. Securities and Exchange Commission on September 30, 2025.

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

______________________

Amendment No. 5
to
FORM F-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

______________________

DCR Tech Group Ltd
(Exact name of registrant as specified in its charter)

______________________

Room 5002, 5th Floor, Building 1,
Shunmei Industrial Park, Shunyi District, Beijing
People’s Republic of China, 100000
+86-010-53676837
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

______________________

Cogency Global Inc.
122 East 42nd Street, 8th Floor
New York, New York 10168
800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________

With a Copy to:

______________________

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

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

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

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

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

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

Emerging growth company ☒

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

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

DCR Cayman is a Cayman Islands holding company and is not a Chinese operating company. As a holding company with no material operations of its own, it conducts all of its operations and operates its business in China through its PRC subsidiary, DCR Beijing. Because of our corporate structure as a Cayman Islands holding company with operations conducted by our PRC subsidiaries, it involves unique risks to investors. Furthermore, Chinese regulatory authorities could change the rules and regulations regarding foreign ownership in the industry in which the Company operates, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. Investors in our Class A Ordinary Shares should be aware that they do not directly hold equity interests in the Chinese operating subsidiary, but rather are purchasing equity solely in DCR Cayman, our Cayman Islands holding company, which indirectly owns 100% equity interests in the PRC subsidiary. Our Class A Ordinary Shares offered in this offering are shares of our Cayman Islands holding company instead of shares of our subsidiaries in China. Investors may never hold equity interests in the PRC subsidiary. See “Risk Factors — Risks Related to Doing Business in China — The approval, filing, or other procedures of the PRC regulatory authorities may be required in connection with this offering under PRC laws, regulations, and rules.” on page 23.

It is the opinion of our PRC counsel, Jingtian & Gongcheng, that the PRC law do not prohibit any direct foreign investment in the operating subsidiary. The PRC law has a series of administrative provisions governing foreign investment in Chinese subsidiaries. It is the opinion of our PRC counsel, Jingtian & Gongcheng, that as of the date of this prospectus, our PRC subsidiaries have obtained all permissions and approvals required to operate our business in compliance with the relevant laws and regulations in the PRC.

On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which has come into effect on January 1, 2020. According to the Foreign Investment Law, the State Council will publish or approve to publish the “negative list” for special administrative measures concerning foreign investment. The Foreign Investment Law grants national treatment to foreign-invested entities, or FIEs, except for those FIEs that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list.” The Foreign Investment Law provides that FIEs operating in foreign restricted or prohibited industries will require market entry clearance and other approvals from relevant PRC governmental authorities. If a foreign investor is found to invest in any prohibited industry in the “negative list,” such foreign investor may be required to, among other aspects, cease its investment activities, dispose of its equity interests or assets within a prescribed time limit and have its income confiscated. If the investment activity of a foreign investor is in breach of any special administrative measure for restrictive access provided for in the “negative list,” the relevant competent department shall order the foreign investor to make corrections and take necessary measures to meet the requirements of the special administrative measure for restrictive access. On June 30, 2019, MOFCOM and NDRC jointly issued the Negative List (Edition 2019). On June 23, 2020, MOFCOM and NDRC jointly issued the Special Administrative Measures for Access of Foreign Investment (Negative List), or the Negative List (Edition 2020), which replaced the Negative List (Edition 2019). On December 27, 2021, MOFCOM and NDRC jointly issued the Special Administrative Measures for Access of Foreign Investment (Negative List), or the Negative List (Edition 2021), which replaced the Negative List (Edition 2020). The latest version of the Negative List (Edition 2024) was issued on September 6, 2024, which took effect on November 1, 2024 and superseded the previous lists. Foreign-invested enterprises investing in China shall comply with relevant requirements outlined in the Negative List.

Our PRC subsidiaries are visual content creators in China, dedicated to transforming creative concepts into high-quality visual content for their clients. Given by none of the PRC subsidiaries engaged in any field of activities prohibited from foreign investment under the Negative List, it is the opinion of our PRC counsel, Jingtian & Gongcheng, that any direct foreign investment in our PRC subsidiaries are not prohibited by PRC law. It is the opinion of our PRC counsel, Jingtian & Gongcheng, that as of the date of this prospectus, our PRC subsidiaries have obtained all permissions and approvals required to operate our business in compliance with the relevant laws and regulations in the PRC.

Investing in our Class A Ordinary Shares involves a high degree of risk. Before buying any Class A Ordinary Shares, you should carefully read the discussion of material risks of investing in our Class A Ordinary Shares in “Risk Factors” beginning on page 22 of this prospectus.

In particular, as substantially all of our operations are conducted through the PRC subsidiary, we are subject to certain legal and operational risks associated with our operations in China, including that changes in the legal and economic policies of the PRC government, the relations between China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations. PRC laws and regulations governing our current business operations may be changed, and therefore, these risks could result in a material change in our operations and/or the value of our Class A Ordinary Shares or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless. Recently, the PRC government initiated a series

of regulatory actions and statements to regulate business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

On December 28, 2021, the Cyberspace Administration of China, or the “CAC” jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021 version) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020 version). Measures for Cybersecurity Review (2021 version) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

It is the opinion of our PRC legal counsel, Jingtian & Gongcheng, that we will not be subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,” after the Cybersecurity Review Measures became effective on February 15, 2022, since we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures. See “Risk Factors — Risks Related to Doing Business in China — The approval, filing, or other procedures of the CSRC or other PRC regulatory authorities may be required in connection with this offering under PRC laws, regulations, and rules.” on page 23.

On September 24, 2024, the State Council issued the Regulations on Network Data Security Management which took effect on January 1, 2025, which provides that Network data processors conducting any data processing activities that affect or may affect national security shall undergo national security review in accordance with relevant national regulations. Network data refers to all types of electronic data processed and generated through networks. Network data processing activities refer to such activities as the collection, storage, use, processing, transmission, provision, disclosure, and deletion of network data. Network data processors refer to individuals or organizations that independently determine the purpose and method of processing in network data processing activities.

It is the opinion of our PRC counsel, Jingtian & Gongcheng, that we are also not subject to network data security review by the CAC after the Regulations on Network Data Security Management became effective on January 1, 2025, since we currently do not conduct activities as the collection, storage, use, processing, transmission, provision, disclosure, and deletion of network data or may affect national security and we do not anticipate that we will conduct activities as the collection, storage, use, processing, transmission, provision, disclosure, and deletion of network data or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Regulations on Network Data Security Management. See “Risk Factors — Risks Related to Doing Business in China — The approval, filing, or other procedures of the CSRC or other PRC regulatory authorities may be required in connection with this offering under PRC laws, regulations, and rules.” on page 23.

On June 24, 2022, the Standing Committee of the 10th National People’s Congress issued the Anti-Monopoly Law of the People’s Republic of China (Amended in 2022) which took effect on August 1, 2022, together with the Provisions of the State Council on Notification Thresholds for Concentrations Between Undertakings (2024 revision), requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB 12 billion and at least two of these operators each had a turnover of more than RMB 800 million within China, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB 4 billion, and at least two of these operators each had a turnover of more than RMB 800 million within China) must be cleared by MOFCOM before they can be completed.

It is the opinion of our PRC counsel, Jingtian & Gongcheng, that although the regulation or law of anti-monopoly applies to us, we are not subject to any enforcement, since we currently do not engage in monopolistic behaviors, which we understand might otherwise subject us to the anti-monopoly enforcement., if we expand our business by means of any monopolistic behaviors stipulated in this PRC Anti-Monopoly Law, such as reaches a monopoly agreement, abuse of market dominance, or concentration of operators that has or may have the effect of excluding or restricting competition, we will be subject to the anti-monopoly enforcement.

On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, announced the Circular on the Administrative Arrangements for Filing of Securities Offering and Listing by Domestic Companies, or the Circular, and released a set of new regulations which consists of the Trial Administrative Measures of Overseas Securities

(including this offering and any subsequent offering) and listing under the Trial Measures, which should be completed before our offering and listing in the United States, no other relevant PRC laws or regulations in effect require that we obtain permission from any PRC authorities to issue securities to foreign investors or list on a U.S. or other foreign exchange.

The Standing Committee of the National People’s Congress, or the SCNPC, or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before listing in the United States. In other words, although the Company has not received any denial to list on the U.S. exchange, such regulatory actions and statements by the PRC government may impact our ability to conduct our business, accept foreign investments, or list on a U.S. or other foreign exchange, and our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC government authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any restrictions by PRC government. See “Risk Factors — Risks Related to Doing Business in China” beginning on page 23 and “— Risks Related to this Offering,” beginning on page 42 of this prospectus for a discussion of these legal and operational risks and information that should be considered before making a decision to purchase our Class A Ordinary Shares.

In addition, since 2021, the PRC government has strengthened its anti-monopoly supervision, mainly in three aspects: (1) establishing the National Anti-Monopoly Bureau; (2) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law (draft Amendment published on October 23, 2021 for public opinions), the anti-monopoly guidelines for various industries, and the detailed Rules for the Implementation of the Fair Competition Review System; and (3) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises.

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the Public Company Accounting Oversight Board, or the PCAOB, is unable to inspect an issuer’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a U.S. stock exchange. The PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. Furthermore, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. 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 completely in 2022. The PCAOB Board vacated its previous 2021 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 uncertainties 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 is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.

As of the date of the prospectus, HTL International, LLC, our current auditor, is not subject to the determinations as to inability to inspect or investigate completely as announced by the PCAOB on December 16, 2021. The Company’s auditor is based in the U.S. and is registered with PCAOB and subject to PCAOB inspection. As of the date of the prospectus, TPS Thayer, LLC, the independent registered public account firm that issued the audit report for the fiscal years ended June 30, 2024 included elsewhere in this prospectus, is not subject to the determinations as to inability to inspect or investigate completely as announced by the PCAOB on December 16, 2021. TPS Thayer, LLC is based in the United States and is registered with PCAOB and subject to PCAOB inspection. See “Risk Factors — Risks Related to Doing Business in China — The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable 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. These developments could add uncertainties to our offering” on page 33.

As of the date of this prospectus, none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our PRC subsidiary, DCR Beijing. DCR Cayman is permitted under the laws of the Cayman Islands to provide funding to our subsidiaries incorporated in Hong Kong through loans or capital contributions without restrictions on the amount of the funds. Our subsidiaries are permitted under the respective laws of Hong Kong to provide funding to DCR Cayman through dividend distribution without restrictions on the amount of the funds. There are no restrictions on dividends transfers from Hong Kong to the Cayman Islands. Current PRC regulations permit our WFOE to pay dividends to the Company only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. To the extent cash in the business is in the PRC, such funds may not be available to fund operations or for other use outside of the PRC, due to interventions in or the imposition of restrictions and limitations on the ability of our Company and DCR Beijing by the PRC government to transfer cash. See “Risk Factors — Risks Related to Doing Business in China — To the extent cash or assets of our business, or of DCR Beijing, is in the PRC, such cash or assets may not be available to fund operations or for other use outside of the PRC, due to interventions in or the imposition of restrictions and limitations by the PRC government to the transfer of cash or assets.” PRC regulations currently permit DCR Beijing to pay dividends only out of its accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. In addition, if DCR Beijing distributes its after-tax profits for the current financial year, it is required to set aside, at a minimum, 10% of its net income, if any, to fund a statutory surplus reserve until the cumulative amount of such reserve reaches 50% of its registered capital, and such reserve may not be distributed as cash dividends. PRC laws and regulations allow us to provide funding to DCR Beijing only through loans or capital contributions, subject to the filing or approval of government authorities and limits on the amount of capital contributions and loans. As a result, in the event that DCR Beijing incurs debt on its own behalf in the future, the instruments governing the debt may restrict any such entity’s ability to pay dividends or make other distributions to us. See “Risk Factors — Risks Related to Doing Business in China — PRC regulations of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of this offering to make loans or additional capital contributions to DCR Beijing which could materially and adversely affect our liquidity and our ability to fund and expand our business.” For more detailed discussion of how cash and other assets are transferred among our Company and our subsidiaries, see “Prospectus Summary — Transfers of Cash to and from Our Subsidiaries,” our condensed consolidating schedules under “Prospectus Summary — Summary of Financial Position and Cash Flows of DCR Tech Group Ltd,” and our audited consolidated financial statements for the fiscal years ended June 30, 2025 and 2024.

Our finance department supervises cash management in accordance with the instructions of our management, establishing the cash operation plan and coordinating cash management matters across subsidiaries and departments. Each subsidiary and department submits a cash demand plan, detailing the requested amount and timing, which is reviewed by the finance department and summarized for management. Management then approves the allocation of cash based on available sources and priority needs. We do not currently have additional policies or procedures governing the transfer of funds, and as of the date of this prospectus, no cash or asset transfers, including dividends or distributions, have occurred between our Company and our subsidiaries. See “Prospectus Summary — Transfers of Cash to and from Our Subsidiaries” on page 10. Management regularly monitors the cash position of each entity and prepares monthly budgets to ensure sufficient funds for obligations and adequate liquidity. In the event of a cash shortfall or liquidity issue, the Chief Financial Officer is notified, and with board approval, an intercompany loan may be arranged

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

We and the Underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you and which we have filed with the U.S. Securities and Exchange Commission (the “SEC”). We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for our Class A Ordinary Shares is made to the public in the Cayman Islands. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Commonly Used Defined Terms

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

•        “Class A Ordinary Shares” refers to the Class A ordinary shares of the Company, par value US$0.0001 per share;

•        “Class B Ordinary Shares” refers to the Class B ordinary shares of the Company, par value US$0.0001 per share;

•        “Controlling Shareholder” refers to Fortune Sage Investment Advisors Limited, a company incorporated under the laws of British Virgin Islands;

•        “DCR Beijing” refers to Shuzhi Yunku (Beijing) Technology Co., Ltd., previously known as Moxing Shangxing (Beijing) Technology Co., Ltd. prior to March 2024 a limited liability company organized under the laws of PRC, which is wholly-owned by DCR WFOE;

•        “DCR Cayman” refers to DCR Tech Group Ltd, an exempted company incorporated under the laws of the Cayman Islands;

•        “DCR HK” refers to DCR Tech Hongkong Limited, a limited liability company organized under the laws of Hong Kong, which is wholly-owned by DCR Cayman;

•        “DCR Qingdao” refers to Zhidong Guangxun (Qingdao) Technology Co., Ltd, a limited liability company organized under the laws of the PRC, which is wholly-owned by DCR Beijing;

•        “DCR WFOE” refers to Shuzhi Yunchuang (Beijing) Technology Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly-owned by DCR HK;

•        “RMB” refers to the legal currency of China;

•        “U.S. dollars,” “$,” “US$,” and “dollars” refer to the legal currency of the United States;

•        “we,” “us,” “our Company,” “the Company,” “our,” “DCR Cayman” refer to DCR Tech Group Ltd;

DCR Beijing and its subsidiaries conduct business in the PRC, using Renminbi, or RMB, the official currency of China. Our consolidated financial statements are presented in United States dollars. In this prospectus, we refer to assets, obligations, commitments and liabilities in our consolidated financial statements in United States dollars. These dollar references are based on the exchange rate of RMB to United States dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of United States dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets, including accounts receivable (expressed in dollars).

We have relied on statistics provided by a variety of publicly-available sources regarding China’s expectations of growth. We did not directly or indirectly sponsor or participate in the publication of such materials, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus. We have sought to provide current information in this prospectus and believe that the statistics provided in this prospectus remain up-to-date and reliable, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus.

We have 22,900,000 issued and outstanding Class A Ordinary Shares and 17,100,000 issued and outstanding Class B Ordinary shares as of the date of this prospectus.

RISK FACTORS

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

Risks Related to Our Corporate Structure

Our corporate actions will be substantially controlled by our Controlling Shareholder, Fortune Sage Investment Advisors Limited, which will have the ability to control or exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your Class A Ordinary Shares and materially reduce the value of your investment. Additionally, we may be deemed to be a “controlled company” and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

Upon the completion of this offering, our Controlling Shareholder, Fortune Sage Investment Advisors Limited, which in turn is owned 100% by Mr. Jianru Yang (our Chief Executive Officer, Director, and Chairman of the Board), will beneficially own 38.00% of our total issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, representing 92.46% of the total voting power, assuming that the underwriters do not exercise their over-allotment option, or 37.38% of our total issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, representing 92.27% of the total voting power, assuming that the over-allotment option is exercised in full. Accordingly, Fortune Sage Investment Advisors Limited will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, election of directors and other significant corporate actions.

The interests of our Controlling Shareholder may differ from the interests of our other shareholders. The concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Class A Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders, including those who purchase Class A Ordinary Shares in this Offering. Without the consent of our Controlling Shareholder, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders.”

Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to elect to rely, and may rely, on certain exemptions from the obligation to comply with certain corporate governance requirements, including:

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

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

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

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

Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed to be a “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

We are a holding company and will rely on dividends paid by our subsidiaries for our cash needs. Any limitation on the ability of our subsidiaries to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our Class A Ordinary Shares.

We are a holding company and conduct substantially all of our business through our PRC subsidiaries, which are limited liability companies established in China. We may rely on dividends to be paid by our PRC subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. If our PRC subsidiaries incur debt on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.

Under PRC laws and regulations, our PRC subsidiaries may pay dividends only out of its accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital.

Our PRC subsidiaries generate primarily all of their revenue in Renminbi, and any restriction on currency exchange may limit the ability of our PRC subsidiaries to use its Renminbi revenues to pay dividends to us. The PRC government may continue to strengthen its capital oversight, and more restrictions and substantial vetting process may be put forward by State Administration of Foreign Exchange (the “SAFE”) for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

Risks Related to Doing Business in China

The approval, filing, or other procedures of the CSRC or other PRC regulatory authorities may be required in connection with this offering under PRC laws, regulations, and rules.

On July 6, 2021, the General Office of the State Council, together with another regulatory authority, jointly promulgated the Opinions, which include, among other things, a requirement for enhanced administration and supervision of overseas-listed China-based companies, a proposal to revise the relevant regulation governing the overseas issuance and listing of shares by such companies, and clarification of the responsibilities of competent domestic industry regulators and government authorities.

On December 28, 2021, the Cyberspace Administration of China, or the “CAC” jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021 version) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020 version). Measures for Cybersecurity Review (2021 version) stipulates that operators of critical information infrastructure purchasing network products and services, and

online platform operator carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

We are not subject to cybersecurity review with the CAC, after the Measures for Cybersecurity Review (2021 version) became effective on February 15, 2022, since we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Measures for Cybersecurity Review (2021 version);

On September 24, 2024, the State Council issued the Regulations on Network Data Security Management which took effect on January 1, 2025, which provides that Network data processors conducting any data processing activities that affect or may affect national security shall undergo national security review in accordance with relevant national regulations. Network data refers to all types of electronic data processed and generated through networks. Network data processing activities refer to such activities as the collection, storage, use, processing, transmission, provision, disclosure, and deletion of network data. Network data processors refer to individuals or organizations that independently determine the purpose and method of processing in network data processing activities.

We are also not subject to national security review by the Regulations on Network Data Security Management, since we currently do not conduct activities as the collection, storage, use, processing, transmission, provision, disclosure, and deletion of network data or may affect national security and we do not anticipate that we will conduct activities as the collection, storage, use, processing, transmission, provision, disclosure, and deletion of network data or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Regulations on Network Data Security Management.

On June 24, 2022, the Standing Committee of the 10th National People’s Congress issued the Anti-Monopoly Law of the People’s Republic of China (Amended in 2022) which took effect on August 1, 2022, together with the Provisions of the State Council on Notification Thresholds for Concentrations Between Undertakings (2024 revision), requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB 12 billion and at least two of these operators each had a turnover of more than RMB 800 million within China, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB 4 billion, and at least two of these operators each had a turnover of more than RMB 800 million within China) must be cleared by MOFCOM before they can be completed.

It is the opinion of our PRC counsel, Jingtian & Gongcheng, that although the regulation or law of anti-monopoly are apply to us, we are not subject to any enforcement since we currently do not engage in monopolistic behaviors, which we understand might otherwise subject us to the anti-monopoly enforcement. Therefore, we are not aware of any emerging impact to our business. However, if we expand our business by means of any monopolistic behaviors stipulated in this Anti-Monopoly Law, such as reaches a monopoly agreement, abuse of market dominance, or concentration of operators that has or may have the effect of excluding or restricting competition, we will be subject to the anti-monopoly enforcement.

On February 17, 2023, the CSRC released the Trial Measures, and five supporting guidelines, which took effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to list overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. Where a domestic company seeks to conduct indirect overseas offerings and listings, the issuer shall designate a major domestic operating entity. This entity shall act as the domestic responsible entity and be responsible for filing with the CSRC. If a domestic company fails to complete the filing procedure or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge, and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. See “Regulations — PRC Laws and Regulations Relating to Oversea Listing.”

It is the opinion of our PRC legal counsel, Jingtian & Gongcheng, that according to the relevant PRC laws and regulations as of the date of this prospectus, our offering will be deemed by the CSRC as an indirect overseas listing by a domestic company. We shall fulfill the filing procedure with the CSRC in accordance with the Trial Measures.

If the filing procedure with the CSRC under the Trial Measures is required for any future offerings or any other capital raising activities, whether it would be possible for us to complete the filing, or how long it will take us to do so shall be determined based on the effective relevant laws and regulations at that time. Failure to complete the required filing may result in an investigation by the relevant authorities, as well as fines or penalties, and could lead to an order prohibiting us from conducting an offering. These risks have the potential to cause a material adverse change in the PRC subsidiaries’ operations and the value of our Shares. Moreover, they could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

On February 24, 2023, the CSRC jointly with other relevant governmental authorities, promulgated the Archives Rules, which took effect on March 31, 2023. According to the Archives Rules, domestic companies, whether offering and listing securities overseas directly or indirectly, must strictly abide the applicable laws and regulations when providing or publicly disclosing, either directly or through their overseas listed entities, documents and materials to securities services providers such as securities companies and accounting firms or overseas regulators in the process of their overseas offering and listing. If such documents or materials contain any state secrets or government authorities work secrets, domestic companies must obtain the approval from competent governmental authorities according to the applicable laws, and file with the secrecy administrative department at the same level with the approving governmental authority. Furthermore, the Archives Rules provide that securities companies and securities service providers shall fulfill the applicable legal procedures when providing overseas regulatory institutions and other relevant institutions and individuals with documents or materials containing any state secrets or government authorities work secrets or other documents or materials that, if divulged, will jeopardize national security or public interest. Since the Archives Rules were promulgated recently, it shall be determined based on the effective relevant laws and regulations at that time with respect to the interpretation and implementation of such provisions and how they will affect us.

If it is determined we are subject to the approval of the CSRC for this Offering, we may fail to obtain such approval, filing or meet such requirements in a timely manner or at all, or completion could be rescinded. Any failure to obtain or delay in obtaining such approval, filing or completing such procedures for this Offering, or a rescission of any such approval or filing obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities. These regulatory authorities may impose fines and penalties on the PRC subsidiaries’ operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the Offering or future capital raising activities into China, or take other actions that could materially and adversely affect our business, financial condition, results of operations and prospects, as well as this offering and the listing of the Shares.

The CSRC or other PRC regulatory authorities may also take actions requiring us, or making it advisable for us, to halt this Offering or future capital-raising activities before settlement and delivery of the Shares we are offering hereby. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other PRC regulatory authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for this Offering or future capital-raising activities, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Such procedures for obtaining the waiver remain unclear. Any risks or negative publicity regarding such approval, filing or other requirements could materially and adversely affect our business, prospects, financial condition, reputation, and this offering and the listing of the Shares.

The Chinese government has significant oversight and discretion over our operating subsidiaries’ business operations and may intervene or influence our operating subsidiaries’ operations at any time. Actions by the PRC government to exert control over offerings conducted overseas by, and foreign investment in, China-based issuers could result in a material change in our operating subsidiaries’ operations, and our Ordinary Shares could decline in value or become worthless.

Our business is subject to supervision and regulation by the relevant PRC government authorities, including but not limited to Ministry of Industry and Information Technology of the People’s Republic of China and the State Administration for Market Regulation. Together, these government authorities promulgate and enforce regulations that cover many aspects of our day-to-day operations. The PRC government has significant oversight and discretion over the conduct of our operating subsidiaries’ business operations and may intervene or influence our operating subsidiaries’ operations at any time. If we are deemed to be not in compliance with these requirements, we may be

subject to fines and other administrative penalties from the relevant PRC government authorities. In case of our failure to rectify our noncompliance within the required period by the relevant PRC government authorities, we may be forced to suspend our operation.

Existing and new laws and regulations may be enforced from time to time and the interpretation and implementation of current and any future PRC laws and regulations applicable to us are subject to evolving. If the PRC government promulgates new laws and regulations that impose additional restrictions on our operating subsidiaries’ operations, or tightens enforcements of existing or new laws or regulations, it has the authority, among other things, to levy fines, confiscate income, revoke business licenses, and require us to discontinue our relevant business or impose restrictions on the affected portion of our business. Any of these actions by the PRC government may have a material and adverse effect on our results of operations. As a result, our business, reputation, value of our ordinary shares, financial condition and results of operations may be materially and adversely affected.

The Chinese government has exerted more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers. Such actions could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers. Any future action or control by the PRC government over offerings conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China-based issuers. Our business does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry, and we do not believe we are among the “operator of critical information infrastructure,” “data processor,” “online platform operators,” or “data handler” as mentioned above. However, since the Measures for Cybersecurity Review (2021 version) and Regulations on Network Data Security Management were newly adopted, it is unclear how it will be interpreted, amended, and implemented by the relevant PRC governmental authorities. Thus, we cannot assure you that we will not be deemed as the “operator of critical information infrastructure,” “data processor,” “online platform operators,” or “data handler” as mentioned above.

Uncertainties still exist due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CRSC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

We may be influenced by changes in the economic policies of the PRC government.

All of our assets and operations are currently located in mainland China. Accordingly, we may be influenced to a significant degree by social conditions in China generally. The PRC government continues to play a significant role in regulating industry development by imposing industrial policies. While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in China, in the policies of the PRC government, or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could materially and adversely affect our business and results of operations, lead to a reduction in demand for our current or future products and materially and adversely affect our competitive position.

There may be changes from time to time in the interpretation and application of the laws of mainland China, and any failure to comply with laws and regulations could have a material adverse effect on our business, results of operations, financial condition and the value of our securities.

The PRC subsidiaries operations in mainland China are governed by PRC laws and regulations. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but do not have binding authority. Many laws, regulations and legal requirements are relatively new

and may change from time to time. The PRC legal system is evolving quickly. The rule and regulations in China can change quickly with little advance notice. The interpretation and enforcement of relevant laws and regulations are subject to change. New laws and regulations may be promulgated and existing laws and regulations, as well as the interpretation and enforcement thereof, may change quickly. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be materially and adversely affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our current understanding of these laws and regulations.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. While this may also apply to other jurisdictions, administrative and court proceedings in mainland China may take a long time, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities retain discretion in interpreting and implementing statutory provisions and contractual terms like other jurisdictions do, it may be difficult to predict the outcome of administrative and court proceedings that we are involved in. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business and results of operations.

PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from making loans or additional capital contributions to the WFOE and its subsidiaries and thereby prevent us form funding our business.

As an offshore holding company, we may transfer funds to the WFOE and its subsidiaries by means of loans or capital contributions. Any loans to us and the WFOE and its subsidiaries cannot exceed statutory limits based on the difference between the amount of our investments and registered capital in such subsidiary, and shall be registered with SAFE, or its local counterparts. Furthermore, at this stage, any capital increase contributions we make to the WFOE and its subsidiaries, which are FIEs, shall be registered with the SAMR or its local counterparts, and reported to the Ministry of Commerce or its local counterparts. In addition, the PRC government also restricts the convertibility of foreign currencies into RMB and the use of the proceeds. Furthermore, SAFE promulgated a series of rules and regulations, including Notice on Reforming the Management Method for the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, the Circular on Reforming and Regulating Policies on the Management of Foreign Exchange Settlement of Capital Accounts, to further regulate FIEs use of RMB converted from foreign currency-denominated capital for equity investments in China.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we may not be able to obtain these government registrations or approvals on a timely basis, if at all, with respect to our future loans or capital contributions to the WFOE and its subsidiaries. If we fail to receive such registrations or approvals, our ability to provide loans or capital to increase contributions to the WFOE and its subsidiaries may be materially and adversely affected, which could materially and adversely affect their liquidity and our ability to fund and expand their business.

It may be difficult for overseas regulators to directly and independently conduct investigations or collect evidence within the PRC.

In China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside of China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the United States may not be efficient in the absence of a mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly and independently conduct investigation or evidence collection activities within the territory of the PRC. No organization or individual is allowed to provide documents and information related to securities business activities to overseas securities regulators without the consent of the securities regulatory authority under the State Council and the relevant competent department under the State Council. According to the Data Security Law of the PRC, no organization or individual within the territory of the PRC may provide foreign judicial or law enforcement authorities with data stored within the territory of the PRC without the approval of the competent authorities of the PRC. While detailed interpretation of or implementation rules under these regulations have yet to be promulgated, the inability of an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

Conversion of RMB to and from other currencies may be subject to governmental oversight in China.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments, and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, for most capital account items, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange system prevent us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the Shares.

PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident beneficial owners or WFOE to liability or penalties, limit our ability to inject capital into WFOE, limit WFOE’s ability to increase its registered capital or distribute profits to us, or may otherwise adversely affect us.

In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37, to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents’ Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles, or SAFE Circular 75, which ceased to be effective upon the promulgation of SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future.

Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or SPVs, will be required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of an SPV is required to update its filed registration with the local branch of SAFE with respect to that SPV, to reflect any material change. If our shareholders who are PRC residents or entities fail to make the required registration or to update the previously filed registration, WFOE may be prohibited from distributing its profits and any proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to WFOE.

We requested PRC residents who we know hold a direct or indirect interest in the Company to make the necessary applications, filings and registrations as required under SAFE Circular 37, and we have confirmed that all of these shareholders have completed the initial foreign exchange registrations with relevant banks. We cannot assure you, however, that all of these individuals will continue to make the required filings or updates in a timely manner, or at all. We can provide no assurance that we are or will in the future continue to be informed of identities of all PRC residents holding a direct or indirect interest in our Company. Any failure or inability by such individuals to comply with SAFE regulations may subject us to fines or legal sanctions, restrict our cross-border investment activities, and limit WFOE’s ability to distribute dividends to us. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

In addition, on February 13, 2015, the SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, which became effective on June 1, 2015. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.

Furthermore, as these foreign exchange regulations are still relatively new and their interpretation and implementation have been constantly evolving, it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, we

cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

The M&A Rules and certain other PRC regulations establish procedures for some acquisitions of Chinese companies by foreign investors, which may affect our pursuit of growth through acquisitions in China.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in August 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions established additional procedures and requirements, including requirements in some instances that the Ministry of Commerce of the People’s Republic of China (“MOFCOM “)be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that impact or may impact national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated by the SCNPC effective in 2008 requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds (i.e., during the previous fiscal year, (i) the total global turnover of all operators participating in the transaction exceeds RMB10 billion (approximately $1.5 billion). and at least two of these operators each had a turnover of more than RMB400 million (approximately $60.0 million) within China, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB2 billion (approximately $0.3 billion), and at least two of these operators each had a turnover of more than RMB400 million (approximately $60.0 million) must be cleared by MOFCOM before they can be completed.

Moreover, the Anti-Monopoly Law requires that MOFCOM shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

Our PRC counsel, Jingtian & Gongcheng, advised us based on its understanding of current PRC laws, rules and regulations, that the CSRC’s prior approval is not required for the listing and trading of our Shares on Nasdaq in the context of this offering under the M&A Rules, given that: (i) our PRC subsidiaries were incorporated by means of direct investment rather than by merger or acquisition of equity interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules that are our beneficial owners; (ii) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to the M&A Rules; and (iii) no provision in the M&A Rules clearly classifies contractual arrangements as a type of transaction subject to the M&A Rules.

However, Jingtian & Gongcheng further advised us that how the M&A Rules will be interpreted or implemented in the context of an overseas offering and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as we do. If it is determined that CSRC approval is required for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies for failing to seek CSRC approval for this offering. These sanctions may include fines and penalties on our operations in the PRC, limitations on our operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from this offering into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our PRC operating entities, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our Shares. Furthermore, the CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this

offering before the settlement and delivery of the Shares that we are offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the Shares we are offering, you would be doing so at the risk that the settlement and delivery may not occur.

Under the PRC Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders.

China passed the PRC Enterprise Income Tax Law, or the EIT Law, and its implementing rules, both of which became effective on January 1, 2008, and as amended in December 2018. Under the EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define de facto management as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise.

On April 22, 2009, the State Administration of Taxation of China issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or the Notice, further interpreting the application of the EIT Law and its implementation to offshore entities controlled by a Chinese enterprise or group. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group will be classified as a “non-domestically incorporated resident enterprise” if (i) its senior management in charge of daily operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or persons in China; (iii) its substantial assets and properties, accounting books, corporate stamps, board and shareholder minutes are kept in China; and (iv) all of its directors with voting rights or senior management reside in China. A resident enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate of 10% when paying dividends to its non-PRC shareholders. Because substantially all of our operations and senior management are located within the PRC and are expected to remain so for the foreseeable future, we may be considered a PRC resident enterprise for enterprise income tax purposes and therefore subject to the PRC enterprise income tax at the rate of 25% on its worldwide income. However, it remains unclear as to whether the Notice is applicable to an offshore enterprise controlled by a Chinese natural person. Therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Currently, we do not have any non-China source income, as we conduct our sales in China. However, under the EIT Law and its implementing rules, dividends paid to us from our PRC subsidiaries would be deemed as “qualified investment income between resident enterprises” and therefore qualify as “tax-exempt income” pursuant to clause 26 of the EIT Law. Second, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which the dividends we pay with respect to our Class A Ordinary Shares, or the gain our non-PRC shareholders may realize from the transfer of our Class A Ordinary Shares, may be treated as PRC-sourced income and may therefore be subject to a 10% PRC withholding tax. The EIT Law and its implementing regulations are, however, relatively new and ambiguities exist with respect to the interpretation and identification of PRC-sourced income, and the application and assessment of withholding taxes. If we are required under the EIT Law and its implementing regulations to withhold PRC income tax on dividends payable to our non-PRC shareholders, or if non-PRC shareholders are required to pay PRC income tax on gains on the transfer of their Class A Ordinary Shares, our business could be negatively impacted and the value of your investment may be materially reduced. Further, if we were treated as a “resident enterprise” by PRC tax authorities, we would be subject to taxation in both China and such countries in which we have taxable income, and our PRC tax may not be creditable against such other taxes.

We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law.

In connection with this offering, we will become subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We are

also subject to Chinese anti-corruption laws, which strictly prohibit the payment of bribes to government officials. We have operations agreements with third parties, and make sales in China, which may experience corruption. Our activities in China create the risk of unauthorized payments.

Although we believe, to date, we have complied in all material respects with the provisions of the FCPA and Chinese anti-corruption law, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, or distributors may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption law may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to oversight on or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.

The transfer of funds and assets among DCR Cayman, its Hong Kong and PRC subsidiaries is subject to restrictions. The PRC government oversights on the conversion of the RMB into foreign currencies and the remittance of currencies out of the PRC. See “Risk Factors — Governmental oversight on currency conversion may affect the value of your investment.” In addition, the PRC Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises, unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. See “Risk Factors — Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect on our ability to conduct our business.”

As of the date of this prospectus, there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into and out of Hong Kong (including funds from Hong Kong to the PRC), except for the transfer of funds involving money laundering and criminal activities. However, there is no guarantee that the Hong Kong government will not promulgate new laws or regulations that may impose such restrictions in the future.

As a result of the above, to the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to oversight on or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets.

We must remit the offering proceeds to China before they may be used to benefit our business in China, and we cannot assure that we can finish all necessary governmental registration processes in a timely manner.

We plan to remit the proceeds of this offering back to China, and the process for sending funds of such scale to China may take several months after the closing of this offering. We may make advances or additional capital contributions to the DCR WFOE and the operating subsidiary while the remittance of the offering proceeds is in process. For example, loans by us or additional capital contribution to our subsidiaries in China, cannot exceed the PRC statutory limits, while the shareholder loan must be also registered with the SAFE. The statutory limit for the total amount of foreign debts of a foreign-invested company is the difference between the amount of total investment as approved by MOFCOM or its local counterpart and the amount of registered capital of such foreign-invested company. The PRC regulatory clearance on the transfer of the offering proceeds to the PRC may delay our deployment of such capital and therefore may negatively affect our business growth strategy as planned.

Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect on our ability to conduct our business.

We are a holding company incorporated in the Cayman Islands. We may need dividends and other distributions on equity from our PRC subsidiaries to satisfy our liquidity requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.

Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of their respective registered capital. Our PRC subsidiaries may also allocate a portion of their respective after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends. These limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments, or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

Our business may be materially and adversely affected if any of our PRC subsidiaries declare bankruptcy or become subject to a dissolution or liquidation proceeding.

The Enterprise Bankruptcy Law of the PRC, or the Bankruptcy Law, came into effect on June 1, 2007. The Bankruptcy Law provides that an enterprise will be liquidated if the enterprise fails to settle its debts as and when they fall due and if the enterprise’s assets are, or are demonstrably, insufficient to clear such debts.

Our PRC subsidiaries hold certain assets that are important to our business operations. If our PRC subsidiaries undergo a voluntary or involuntary liquidation proceeding, unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

Changes in the value of the RMB against the U.S. dollar, Euro and other foreign currencies are affected by, among other things, changes in China’s political and economic conditions. Any significant revaluation of the RMB may have a material adverse effect on our revenues and financial condition, and the value of, and any dividends payable on our shares in U.S. dollar terms. For example, to the extent that we need to convert U.S. dollars we receive from our initial public offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on RMB amount we would receive from the conversion. Conversely, if we decide to convert our RMB into U.S. dollars for the purpose of paying dividends on our Class A Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. In addition, fluctuations of the RMB against other currencies may increase or decrease the cost of imports and exports, and thus affect the price-competitiveness of our products against products of foreign manufacturers or products relying on foreign inputs.

Increases in labor costs in the PRC may adversely affect our business and results of operations.

The currently effective PRC Labor Contract Law, or the Labor Contract Law was first adopted on June 29, 2007 and later amended on December 28, 2012. The PRC Labor Contract Law has reinforced the protection of employees who, under the Labor Contract Law, have the right, among others, to have written employment contracts, to enter into employment contracts with no fixed term under certain circumstances, to receive overtime wages and to terminate or alter terms in labor contracts. Furthermore, the Labor Contract Law sets forth additional restrictions and increases the costs involved with dismissing employees. To the extent that we need to significantly reduce our workforce, the Labor Contract Law could adversely affect our ability to do so in a timely and cost-effective manner, and our results of operations could be adversely affected. In addition, for employees whose employment contracts include noncompetition terms, the Labor Contract Law requires us to pay monthly compensation after such employment is terminated, which will increase our operating expenses.

We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to pass on these increased labor costs to our buyers by increasing the prices of our products and services, our financial condition and results of operations would be materially and adversely affected.

Failure to make adequate contributions to various employee benefits plans as required by PRC regulations may subject us to penalties.

Pursuant to the Social Security Law of the PRC, or the Social Security Law, which was promulgated by the Standing Committee of the National People’s Congress (“SCNPC”) on October 28, 2010 and amended on December 29, 2018, employers shall pay the basic pension insurance, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance for all eligible employees. Our PRC subsidiaries have been making social security premium payments at least at the minimum wage level for all eligible employees.

In accordance with the Regulations on Management of Housing Provident Fund (the “Regulations of HPF”), which were promulgated by the PRC State Council on April 3, 1999, and last amended on March 24, 2002, employers must register at the designated administrative centers and open bank accounts for employees’ housing funds deposits. Employers and employees are also required to pay and deposit housing funds, in an amount no less than 5% of the monthly average salary of each of the employees in the preceding year in full and on time. Our PRC subsidiaries have opened bank accounts for its employees’ housing funds deposits, and deposited housing funds at least at the minimum wage level for all eligible employees.

The applicable PRC laws and regulations on employee benefits stipulate that employers shall be responsible for making social security premium payments and housing provident funds contributions based on the actual wage paid to employees. In practice, given the different economic development levels in different regions, the relevant employment benefit regulations have not been implemented consistently by local governments in China, and each provincial or municipal governing Social Security Bureau (“SSB”) has its own discretion to enforce the compliance of these regulations by employers. The Company did not fully follow the stipulation and the contribution provision basis was lower than the actual wage. The Company estimated that under-provided contributions of social security premium and housing funds based on the actual wages of eligible employees to be approximately $93,783 and $39,321 for the years ended June 30, 2025 and 2024, respectively.

In respect of the social insurance, it is the opinion of our PRC legal counsel, Jingtian & Gongcheng, that if an enterprise fails to pay the full amount of the social insurance contributions as legally required, the social insurance authority may order it to pay the outstanding amount of the social insurance contributions within a prescribed time limit and may impose a late fee at a daily rate of 0.05% of the outstanding amount, accruing from the date when the social insurance contributions were due. If the enterprise still fails to make such payment within the prescribed time, the social insurance authority may further impose an additional fine ranging from one to three times of the total outstanding balance. In respect of the housing provident fund, it is the opinion of our PRC legal counsel, Jingtian & Gongcheng, if an enterprise fails to pay the full amount of the housing provident fund contributions as legally required, the housing provident fund authority may order it to pay the outstanding amount of the housing provident fund within a prescribed time limit. If the enterprise still fails to make such payment within the prescribed time, the housing provident fund authority may apply for an order from the relevant people’s courts to make such payment. As of the date of this prospectus, our PRC subsidiaries have not received any notification from the PRC government authorities requiring us to pay any outstanding amount of the social insurance and housing provident fund contributions. The management believes that the likelihood the Company may be required to make these additional contributions is very low. In the event that our PRC subsidiaries are notified to make sufficient contributions, we have to pay the outstanding amount plus late fee or fines in relation to the underpaid employee benefits. The financial condition and results of operations of us and our PRC subsidiaries may be adversely affected.

The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable 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. These developments could add uncertainties to our offering.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

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

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national securities exchange or in the over-the-counter trading market in the United States. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

On March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Act. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. The SEC will implement a process for identifying such a registrant and any such identified registrant will be required to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require disclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence on, such a registrant.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB issued a report on its determinations that it is 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.

On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The SOP, together with two protocol agreements governing inspections and investigations (together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S. law. 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 completely in 2022. The PCAOB Board vacated its previous 2021 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 uncertainties 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 is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.

As of the date of the prospectus, HTL International, LLC, our current auditor, is not subject to the determinations as to inability to inspect or investigate completely as announced by the PCAOB on December 16, 2021. HTL International, LLC, is headquartered in Houston, Texas and as a firm registered with the PCAOB, is subject to PCAOB inspection on regular basis. As of the date of the prospectus, TPS Thayer, LLC, the independent registered public account firm that issued the audit report for the fiscal years ended June 30, 2024 included elsewhere in this prospectus, is not subject to the determinations as to inability to inspect or investigate completely as announced by the PCAOB on December 16, 2021. TPS Thayer, LLC is based in the United States and is registered with PCAOB and subject to PCAOB inspection. Our previous auditor, TPS Thayer, LLC, the independent registered public accounting firm that issues the audit report included in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess TPS Thayer, LLC’s compliance with applicable professional standards. TPS

Thayer, LLC is headquartered in Sugar Land, Texas with no branches or offices outside the United States and has been inspected by the PCAOB on a regular basis. Therefore, we believe that, as of the date of this prospectus, neither our current auditor nor our previous auditor is not subject to the determinations as to the inability to inspect or investigate registered firms completely announced by the PCAOB on December 16, 2021.

However, we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

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

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

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

Despite that we have a U.S.-based auditor that is registered with the PCAOB and subject to PCAOB inspection, there are still risks to the company and investors if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction. Such risks include, but are not limited to that trading in our securities may be prohibited under the HFCAA and as a result an exchange may determine to delist our securities.

Risks Related to Our Business and Industry

The limited operating history of the PRC subsidiaries the in rapidly evolving industry makes it difficult to accurately forecast its future operating results and evaluate its business prospects.

DCR Beijing launched its business in 2021 and has since seen the growth of its business. We expect the PRC subsidiaries will continue to grow as it seeks to expand its customer bases and explore new opportunities. However, due to its limited operating history, its historical growth rate may not be indicative of its future performance. The media and entertainment industry and the visual effects sector in China are rapidly evolving. The PRC subsidiaries’ future performance may be more susceptible to certain risks than a company with a longer operating history or in a different industry. Many of the factors discussed below could adversely affect our business and prospects and future performance, including:

•        the PRC subsidiaries’ ability to maintain, expand, and further develop its relationships with customers to meet their increasing demands;

•        the continued growth and development of the media and entertainment industry, as well as the visual effects sector;

•        the PRC subsidiaries’ ability to keep up with the technological developments of the rapidly evolving industry;

•        the PRC subsidiaries’ ability to attract and retain qualified and skilled employees;

•        the PRC subsidiaries’ ability to effectively manage growth; and

•        The PRC subsidiaries’ ability to compete effectively with its competitors in the industry.

We may not be successful in addressing the risks and uncertainties listed above, among others, which may materially and adversely affect the PRC subsidiaries’ business, results of operations, financial condition, and future prospects.

We have a history of negative cash flows from operating activities, which may continue in the future.

We had negative cash flow from operating activities of $0.96 million for the fiscal year ended June 30, 2025. We may not be able to achieve or maintain profitability or positive cash flow in the future.

We anticipate that our operating costs and expenses will increase in the foreseeable future as we continue to grow our business, acquire new customers, invest and innovate in our technology infrastructure and further develop our product and service offering and increase brand recognition. Any of these efforts may incur significant capital investment and recurring costs, have different revenue and cost structures and take time to achieve profitability. We may have to finance ourselves with equity or debt financing, which may not be available at price term favorable to us or at all.

We enter service agreements with our customers. If we fail to meet these contractual commitments, we could be obligated to provide refunds of prepaid amounts or cannot receive final payments, which would lower our revenue and harm our business, financial condition and results of operations.

We enter service agreements with our customers. If we are unable to meet the stated service-level commitments, including failure to meet the delivered time requirements under our customers’ agreements, or the quality of our productions not reaching customers’ expectations, we could face terminations with refunds of prepaid amounts or may not be able to receive final payments, which could significantly affect both our current and future revenue. Any service-level failures could also damage our reputation, which could also adversely affect our business, financial condition and results of operations.

Our business is dependent on certain major customers and changes or difficulties in our relationships with our major customers may harm our business and financial results.

DCR Beijing had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: For the fiscal year ended June 30, 2025, three customers accounted for approximately 49% of total revenues. For the fiscal year ended June 30, 2024, five customers accounted for approximately 67% of total revenues. As of June 30, 2025, the balance due from four customer accounted for approximately 95% of the Company’s total accounts receivable. As of June 30, 2024, the balance of accounts receivable is nil.

If DCR Beijing cannot maintain long-term relationships with major customers or replace major customers from period to period with equivalent customers, the loss of such sales could have an adverse effect on our business, financial condition and results of operations.

Our business is dependent on our collaboration with our suppliers and changes or difficulties in our relationships with our suppliers may harm our business and financial results.

Our business is substantially dependent on our collaboration with our suppliers. We consider major suppliers in each period to be those suppliers that accounted for more than 10% of overall purchases in such period. For the fiscal year ended June 30, 2025, four suppliers accounted for approximately 52% of the total purchases. For the fiscal year ended June 30, 2024, five suppliers accounted for approximately 60% of the total purchases. As of June 30, 2025 and 2024, the Company’s accounts payable is nil.

Our suppliers may fail to meet timelines or contractual obligations, which may adversely affect our business. DCR Beijing generally enters into agreements with them without imposing any contractual obligations requiring them to maintain their relationships with us beyond the contractual term. Accordingly, there is no guarantee for future cooperation and there is no assurance that DCR Beijing can maintain stable and long-term business relationships

with any suppliers. If a significant number of our industry suppliers terminate or do not renew their agreements with DCR Beijing and DCR Beijing is not able to replace these business partners on commercially reasonable terms in a timely manner or at all, our business, results of operations and financial condition would be materially and adversely affected.

Our efforts and investments in technology development may not always produce the expected results.

We are continually developing and seeking to develop technologies that are closely related to virtual technology that will be used in our services. As of the date of this prospectus, our core research and development team consisted of a total of 26 employees. Currently, our R&D team has been working on the improvement and continuous development of the DCR Hub system. However, we cannot assure you that our future efforts to develop related technologies will be successful, in which case our products may lose their competitive edge.

In addition, we cannot assure you that the technologies we develop will produce results as expected, in which case our business, financial condition, results of operations and prospects may be materially and adversely affected.

Our success depends on the continuing efforts of our senior management and key employees.

Our future success is significantly dependent upon the continued service of our senior management and other key employees. If we lose their service, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could severely disrupt our business and growth. Our founder and chief executive officer, Mr. Jianru Yang, and other management members are critical to our vision, strategic direction, culture and overall business success. If there is any internal organizational structure change or change in responsibilities for our management or key personnel, or if one or more of our senior management members were unable or unwilling to continue in their present positions, the operation of our business and our business prospects may be adversely affected. Our employees, including members of our management, may choose to pursue other opportunities. If we are unable to motivate or retain key employees, our business may be severely disrupted, and our prospects could suffer. In addition, although we have entered into confidentiality and non-competition agreements with our management, there is no assurance that our management members would not join our competitors or form a competing business. If any dispute arises between our current or former officers and us, we may have to incur substantial costs and expenses in order to enforce such agreements in China or we may not be able to enforce them at all.

We are expanding fast. If we are unable to recruit, train and retain talents, our business may be materially and adversely affected.

We are expanding fast. Although the Company mainly employs professionals in visual content production and the work content of employees can be replaced, it still faces the risk of losing key talents in the future. We believe our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for personnel with expertise in media and entertainment, visual effects, and visual content creation is extremely intense in China. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we invest significant time and resources in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training new employees, and our ability to serve users and business partners could diminish, resulting in a material adverse effect to our business.

We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our share price and the value of your investment could decline.

Our results of operations have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may not be indicative of our future performance. In addition to the other risks described herein, factors that may affect our results of operations include the following:

•        increases in marketing, sales, and other operating expenses that we may incur to grow and expand our operations and to remain competitive;

•        our ability to successfully expand internationally and penetrate key demographics;

•        our ability to maintain operating margins, cash used in operating activities, and free cash flow;

•        adverse litigation judgments, settlements, or other litigation and dispute-related costs;

•        changes in the legislative or regulatory environment, including with respect to privacy and data protection, consumer protection, and user-uploaded content, or enforcement by government regulators, including fines, orders, or consent decrees;

•        fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies;

•        fluctuations in the market values of our portfolio investments and interest rates or impairments of any assets on our balance sheet;

•        changes in our effective tax rate;

•        changes in accounting standards, policies, guidance, interpretations, or principles; and

•        changes in domestic and global business or macroeconomic conditions.

Any of these and other factors, or the cumulative effect of some of these factors, may cause our results of operations to vary significantly. If our results of operations fall below the expectations of investors and securities analysts who follow our securities, the price of our Class A Ordinary Shares could decline substantially, and we could face costly lawsuits, including securities class action suits.

Our business is highly dependent on our brand strength and reputation, and if we fail to maintain and enhance our brand and reputation, consumer recognition of and trust in our services could be materially and adversely affected.

The brand recognition and reputation of our DCR Tech Group brand and the successful maintenance and enhancement of our brand and reputation have contributed and will continue to contribute significantly to our success and growth.

We rely heavily on our brand strength and reputation in the promotion and sale of our services. We believe that our corporate brand and our product brands are recognized by consumers for their quality and reliability. However, customer complaints, accidents in relation to quality of services, including inappropriate behavior, intellectual property infringement or negative publicity or media coverage may damage our brand and reputation. Any negative claims against us, even if unethical or unsuccessful, could distract our management’s attention and other resources from our day-to-day business operations, which could adversely affect our business, results of operations, and financial condition. Negative media coverage and resulting negative publicity of our services could result in a material adverse effect on customer’s acceptance of and trust in us and our services.

Further, our competitors may fabricate complaints or negative publicity about us for the purpose of vicious competition. With the increased use of social network, adverse publicity can be disseminated quickly and broadly, making it increasingly difficult for us to respond and mitigate effectively. In addition, adverse publicity regarding any regulatory or legal action against us could damage our reputation and brand image, undermine customers’ confidence in us and reduce long-term demand for our services, even if such regulatory or legal action is unfounded or insignificant to our business.

If our business becomes constrained by changing legal and regulatory requirements, our operating results will suffer.

Our future success will depend in part on market acceptance and widespread adoption across demographics and geographies of visual content products. If the PRC government issue relevant regulations against the visual content production industry that are not conducive to our development, we will have to change our main development direction in the future. If we are obligated to fundamentally change our business activities and practices, we may be unable to make these required changes and modifications in a commercially reasonable manner, or at all, and our ability to further develop and enhance our platform may be limited. The costs of compliance with, and other burdens imposed

by, these laws, regulations, standards and obligations, or any inability to adequately address these, may limit the use of our platform or reduce overall demand for our platform, which could harm our business, financial condition and results of operations.

Regulatory actions, legal proceedings and customer complaints against us could harm our reputation and have a material adverse effect on our business, results of operations, financial condition and prospects.

Along with growth and expansion of our business, we may be involved in litigations, regulatory proceedings and other disputes arising outside the ordinary course of our business. Such litigations and disputes may result in claims for actual damages, freezing of our assets, diversion of our management’s attention and reputational damage in to us and our management, as well as legal proceedings against our directors, officers or employees, and the probability and amount of liability, if any, may remain unknown for long periods of time. Given the uncertainty, complexity and scope of many of these litigation matters, their outcome generally cannot be predicted with any reasonable degree of certainty. Therefore, our reserves for such matters may be inadequate. Moreover, even if we eventually prevail in these matters, we could incur significant legal fees or suffer significant reputational harm.

We may fail to protect our intellectual properties.

We regard our software registrations, trademarks, patents, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements with our employees and others to protect our proprietary rights. See “Business — Intellectual Property.” Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages.

Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can also provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors.

We may be subject to intellectual property infringement claims.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, patents, copyrights, know-how or other intellectual property rights held by third parties. We may be from time to time in the future subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, patents, copyrights, know-how or other intellectual property rights that are infringed by our services, products, or other aspects of our business without our awareness. If any third-party infringement claims are brought against us, we may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits.

Our business is subject to risks generally associated with the media and entertainment industry, and visual effects sector.

For the fiscal years ended June 30, 2025 and 2024, all of our revenue was derived from customers in the media and entertainment industry, and we rely to a significant extent on the health of the industry to maintain and increase our revenue. Accordingly, we are especially susceptible to market conditions and risks associated with the media and entertainment industry, including the popularity, customers’ preferences, and potential regulations, all of which are difficult to predict and are beyond our control.

According to the PwC Global Outlook, the media and entertainment market, while growing, is experiencing a projected deceleration in its growth rate compared to prior years. The global E&M market reached a total revenue of $2.32 trillion in 2022, marking a 5.4% increase from the previous year. This growth represents a deceleration compared to the 10.6% growth rate observed in 2021, as economies and industries worldwide rebounded from the upheaval caused by the COVID-19 pandemic. From 2022 to 2027, the market is projected to grow at a CAGR of 3.6%. These trends could impact demand for visual effects services and related content production. If the slower growth in the E&M market reduces production budgets or delays projects, our business and results of operations could be adversely affected.

In addition, economic conditions that negatively impact discretionary consumer spending, including inflation, slower growth, unemployment levels, tax rates, interest rates, energy prices, declining consumer confidence, recession and other macroeconomic conditions, including those resulting from COVID-19 and from geopolitical issues and uncertainty, could have a material adverse impact on our business and results of operations.

We may fail to make necessary or desirable strategic alliance, acquisition or investment, and we may not be able to achieve the benefits we expect from the alliances, acquisition or investments we make.

We may pursue selected strategic alliances and potential strategic acquisitions that are supplemental to our business and operations, including opportunities that can help us further expand our product and service offerings and improve our technology system. However, strategic alliances with third parties could subject us to a number of risks, including risks associated with sharing proprietary information, non-performance or default by counterparties, and increased expenses in establishing these new alliances, any of which may materially and adversely affect our business. In addition, we may have limited ability to control or monitor the actions of our strategic partners. To the extent a strategic partner suffers any negative publicity as a result of its business operations, our reputation may be negatively affected by virtue of our association with such party.

The costs of identifying and consummating strategic acquisitions may be significant and subsequent integrations of newly acquired companies, businesses, assets and technologies would require significant managerial and financial resources and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our growth and business operations. In addition, investments and acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities and exposure to potential unknown liabilities of the acquired business. The acquired businesses or assets may not generate the financial results we expect and may incur losses. The cost and duration of integrating newly acquired businesses could also materially exceed our expectations. If our portfolio does not perform as we expect, our results of operation and profitability may be adversely affected.

We may not be able to raise additional capital when desired, on favorable terms or at all.

We need to make continued investments in facilities, hardware, software, technological systems and to retain talents to remain competitive. Due to the unpredictable nature of the capital markets and our industry, there can be no assurance that we will be able to raise additional capital on terms favorable to us, or at all, if and when required, especially if we experience disappointing operating results. If adequate capital is not available to us as required, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our infrastructure or respond to competitive pressures could be significantly limited. If we do raise additional funds through the issuance of equity or convertible debt securities, the ownership interests of our shareholders could be significantly diluted. These newly issued securities may have rights, preferences or privileges on par with or senior to those of existing shareholders.

If we fail to implement and maintain an effective system of internal controls to remediate our material weaknesses over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. In connection with the audits of our consolidated financial statements included in this prospectus, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified relate to (i) our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of the U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review consolidated financial statements and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements and (ii) our lack of comprehensive accounting policies and procedures manual in accordance with U.S. GAAP. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other deficiencies in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified.

Following the identification of the material weaknesses and other deficiencies, we have taken measures and plan to continue to take measures to remediate these control deficiencies. However, the implementation of these measures may not fully address the material weaknesses and other deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remediated. Our failure to correct the material weaknesses and other deficiencies or our failure to discover and address any other deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

We will be subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) as well as rules and regulations of Nasdaq Stock Exchange after the completion of this offering. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We are required by Section 404 of the Sarbanes-Oxley Act to perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Form 20-F beginning with our annual report in our second annual report after becoming a public company. Prior to this offering, we were never required to test our internal controls within a specified period, and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner.

Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue an adverse report if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to produce timely and accurate financial statements and may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If that were to happen, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which could lead to a decline in the market price of our Class A Ordinary Shares, and we could be subject to sanctions or investigations by SEC or other regulatory authorities. We may also be required to restate our financial statements for prior periods.

We are exposed to risks associated with outbreaks of epidemics, infectious diseases and other disease outbreaks, including the recent COVID-19 outbreak. Our business could be materially and adversely affected by outbreaks of infectious diseases (such as SARS, H5N1 avian influenza, human swine flu or, most recently, COVID-19) or other outbreaks of epidemics or diseases.

The COVID-19 outbreak in early 2020 has already had an adverse and long-term impact on economic and social conditions worldwide and will likely continue, and the worsening, continuation or recurrence of the COVID-19 outbreak could have a negative impact on our business operations.

In addition, while we have closely monitored the health status of our employees, we cannot assure you that there will be no confirmed cases of COVID-19 among our employees and that, in the event of an infection, affected facilities may need to suspend operations and our employees may need to be quarantined.

In addition, an infectious disease outbreak on a global scale could affect the investment climate and lead to intermittent volatility in global capital markets, which could also adversely affect global economies. With the rapid rise in infections, many countries have issued travel advisories restricting travel to affected areas. These policies have severely damaged local and cross-border business activities worldwide. The impact has included a significant reduction in tourist arrivals, business exchanges and social functions in the affected countries and regions, as well as economic slowdowns. Global financial markets have become highly volatile, and the risk of a global recession has increased significantly. Even if the COVID-19 outbreak is contained and the policies and recommendations implemented by the relevant governments to combat the virus are withdrawn, there is no assurance that the overall economic performance of the affected countries and regions will improve in a short period of time. The outbreak, worsening, continuation, recurrence, or variant of pandemic COVID-19 or any other infectious disease could have a continuing adverse effect on the global economy, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

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

COVID-19 had a severe and negative impact on the global economy commencing in the first quarter of 2020. Whether this will lead to a prolonged downturn in the economy is still unknown. Even before the outbreak of COVID-19, the global macroeconomic environment was facing numerous challenges. The growth rate of the global economy had already been slowing since 2020. The long-term effects of the expansionary monetary and fiscal policies which had been adopted by the central banks and financial authorities of some of the world’s leading economies are still evolving, including the United States and China, even before 2020. Unrest, terrorist threats, and the potential for war in the Middle East and elsewhere may increase market volatility across the globe.

Risks Related to the Offering and Our Class A Ordinary Shares

The dual class structure of our ordinary shares has the effect of concentrating voting control with our Chief Executing Officer, and his interests may not be aligned with the interests of our other shareholders.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Under this structure, holders of Class A Ordinary Shares are entitled to one vote per one Class A Ordinary Share, and holders of Class B Ordinary Shares are entitled to 20 votes per one Class B Ordinary Share, which may cause the holders of Class B Ordinary Shares to have an unbalanced, higher concentration of voting power. Immediately prior to completion of this offering, Mr. Jianru Yang, our Chief Executive Officer, beneficially owns 17,100,000 Class B Ordinary Shares and 5,400,000 Class A Ordinary Shares, together representing approximately 95.20% of the voting rights in our Company. After this offering, Mr. Jianru Yang will hold 17,100,000 Class B Ordinary Shares and 5,400,000 Class A Ordinary Shares, representing approximately 93.92% of the voting rights in our Company, assuming no exercise of the over-allotment option by the Representative, or approximately 93.73% assuming full exercise of the over-allotment option by the Representative. As a result, until such time as Mr. Jianru Yang’s voting power is below 50%, Mr. Jianru Yang as the controlling shareholder has substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. The percentage of outstanding Class B Ordinary Shares out of our total outstanding shares that the Class B shareholders must retain to maintain control over the outcome of matters submitted to shareholders for approval is 4.77%. He may take actions that are not in the best interests of us or our other shareholders. These corporate actions may be taken even if they are opposed by our other shareholders. Further, such concentration of voting power may discourage, prevent, or delay the consummation of change of control transactions that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. Future issuances of Class B Ordinary Shares may also be dilutive to the holders of Class A Ordinary Shares. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

We face risks related to Nasdaq’s proposed rule on minimum offering size for companies with principal operations in China, including the Special Administrative Regions of Hong Kong and Macau.

We note Nasdaq recently filed a proposed rule change with the SEC that would require companies principally operating in China, including Hong Kong and Macau, to raise at least US$25 million in an initial public offering to list on Nasdaq.

We are a company with substantially all of our operations conducted in China and, as such, may be subject to this proposed rule. Based on our plan to offer 5 million Class A ordinary shares at an expected price range of US$4.00 to US$6.00 per share, the total gross offering proceeds would be between US$20 million and US$30 million. These expected proceed will be below the proposed minimum threshold of US$25 million if the offering price of our Class A Ordinary Shares is below US$5.00 per share.

While the proposed rule has not yet been approved by the SEC, there is no assurance that it will not be adopted. The proposal includes a grace period of 30 days for listing applicants to complete the process under the prior standards. If this proposal is approved and we fail to meet the minimum offering size requirement, our securities will not be approved for listing on Nasdaq. Furthermore, even if we are able to successfully list, this rule change may be part of a broader trend of heightened regulatory scrutiny and stricter listing requirements for companies with principal operations in China, Hong Kong, and Macau. Our ability to conduct future offerings or maintain our listing could be adversely affected if Nasdaq or the SEC implements additional stringent criteria. We may be required to expend significant resources to address any future regulatory changes or concerns, which could divert our management’s attention and resources from our business operations. Any such events could have a material adverse effect on our business, financial condition, and results of operations, and could cause a significant decline in the value of our securities.

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

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalized company with relatively small public float after this offering, we may experience greater stock price volatility, lower trading volume and less liquidity than large-capitalized companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices due to factors beyond our control. Such 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. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for the Class A Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

•        variations in our revenues, earnings, cash flow;

•        fluctuations in operating metrics;

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

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

•        termination of contracts or any other material adverse change in our relationship with our key customers or strategic investors;

•        changes in financial estimates by securities analysts;

•        detrimental negative publicity about us, our competitors or our industry;

•        additions or departures of key personnel;

•        release of lockup or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;

•        regulatory developments affecting us or our industry; and

•        potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which the Class A Ordinary Shares will trade. Furthermore, the stock market in general experiences price and volume fluctuations that are often unrelated or disproportionate to the operating performance of companies like us. These broad market and industry fluctuations may adversely affect the market price of our Class A Ordinary Shares. Volatility or a lack of positive performance in our Class A Ordinary Shares price may also adversely affect our ability to retain key employees, most of whom have been granted share incentives.

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

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

We may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

In addition to the risks addressed above in “The trading price of the Class A Ordinary Shares is likely to be volatile, which could result in substantial losses to investors,” our Class A Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices, given that we will have relatively small public floats after this offering. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects.

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 our stock, distort the market perception of our stock price and our company’s financial performance and public image, 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.

We have not paid dividends to our shareholders. And we do not expect to pay cash dividends in the foreseeable future.

We have never declared or paid any cash dividends on our stock. We have been retaining funds for our business operation and expansion. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Our ability to pay dividends will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the board of directors may deem relevant. As a result, you may only receive a return on your investment in our Class A Ordinary Shares if we are successfully listed and the market price of our Class A Ordinary Shares increases.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, which apply to other public companies.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the requirement to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in the registration statement of which this prospectus forms a part. We are currently utilizing or intend to utilize both of these exemptions. We have not made a decision whether to take advantage of any other exemptions available to emerging growth companies. We do not know if some investors will find our Class A Ordinary Shares less attractive as a result of our utilization of these or other exemptions. The result may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We prepare our consolidated financial statements as of and for the year ended September 30, 2021 in accordance with International Financial Reporting Standards and International Accounting Standards and Interpretations as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union, which do not have separate provisions for publicly traded and private companies. However, in the event we convert to accounting principles generally accepted in the United States of America (“U.S. GAAP”) while we are still an “emerging growth company”, we may be able to take advantage of the benefits of this extended transition period.

We will remain an “emerging growth company” until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, (c) the date on which we have issued more than $1.0 billion in nonconvertible debt during the preceding three-year period or (d) the last day of our fiscal year containing the fifth anniversary of the date on which our shares become publicly traded in the United States.

If we fail to establish and maintain proper internal financial reporting controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we will be required to file a report by our management on our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

The presence of material weaknesses in internal control over financial reporting could result in financial statement errors which, in turn, could lead to errors in our financial reports and/or delays in our financial reporting, which could require us to restate our operating results. We might not identify one or more material weaknesses in our internal controls in connection with evaluating our compliance with Section 404 of the Sarbanes-Oxley Act. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, we will need to expend significant resources and provide significant management oversight. Implementing any appropriate changes to our internal controls may require specific compliance training of our directors and employees, entail substantial costs in order to modify our existing accounting systems, take a significant period of time to complete and divert management’s attention from other business concerns. These changes may not, however, be effective in maintaining the adequacy of our internal control.

If we are unable to conclude that we have effective internal controls over financial reporting, investors may lose confidence in our operating results, the price of the Class A Ordinary Shares could decline, and we may be subject to litigation or regulatory enforcement actions. In addition, if we are unable to meet the requirements of Section 404 of the Sarbanes-Oxley Act, the Class A Ordinary Shares may not be able to remain listed on Nasdaq.

As a foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to a domestic U.S. issuer, which may limit the information publicly available to our shareholders.

As a foreign private issuer, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and therefore there may be less publicly available information about us than if we were a U.S. domestic issuer. For example, we are not subject to the proxy rules in the United States and disclosure with respect to our annual general meetings will be governed by Cayman Islands’ requirements. 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.

Shares eligible for future sale may adversely affect the market price of our Class A Ordinary Shares if the shares are successfully listed on the Nasdaq or other stock markets, as the future sale of a substantial amount of outstanding Class A Ordinary Shares in the public marketplace could reduce the price of our Class A Ordinary Shares.

The market price of our Class A Ordinary Shares could decline as a result of sales of substantial amounts of our shares in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Class A Ordinary Shares. An aggregate of 22,900,000 Class A Ordinary Shares will be outstanding before the consummation of this offering all of which, except those held by management, are or will be freely tradable immediately upon effectiveness of the registration statement which this prospectus form part of. All of the Class A Ordinary Shares sold in the offering will be freely transferable without restriction or further registration under the Securities Act. The remaining Class A Ordinary Shares will be “restricted securities” as defined in Rule 144. These Class A Ordinary Shares may be sold without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act. See “Shares Eligible for Future Sale” on page 113 of this prospectus.

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

Investors purchasing our Class A Ordinary Shares in this offering will pay a price per share that substantially exceeds the pro forma as adjusted net tangible book value per share. As a result, investors purchasing Class A Ordinary Shares in this offering will incur immediate dilution of $4.403 per share (or $4.336) per share if the over-allotment option is exercised in full), representing the difference between our assumed initial public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the range set forth on the cover page of this prospectus and our pro forma as adjusted net tangible book value per share as of June 30, 2025. For more information on the dilution, you may experience as a result of investing in this offering, see the section of this prospectus entitled “Dilution.”

A sale or perceived sale of a substantial number of our Class A Ordinary Shares may cause the price of our Class A Ordinary Shares to decline.

We, our directors and executive officers, and most of our existing beneficial owners of our outstanding Class A Ordinary Shares have agreed with the Representative, subject to certain exceptions, not to sell, transfer or otherwise dispose of any Class A Ordinary Shares for a period ending 180 days from the closing date of this offering. See “Underwriting — Lock-Up Agreements” on page 123 of this prospectus. Class A Ordinary Shares subject to these lock-up agreements will become eligible for sale in the public market upon expiration of these lock-up agreements, subject to limitations imposed by Rule 144 under the Securities Act of 1933, as amended. If our shareholders sell substantial amounts of our Class A Ordinary Shares in the public market, the market price of our Class A Ordinary Shares could fall. Moreover, the perceived risk of this potential dilution could cause shareholders to attempt to sell their Class A Ordinary Shares and investors to short our Class A Ordinary Shares. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.

Our corporate affairs are governed by our amended and restated memorandum and articles of association, by the Cayman Islands Companies Act and by the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from English common law. Decisions of the Privy Council (which is the final Court of Appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court and the Court of Appeal are generally of persuasive authority but are not binding in the courts of the Cayman Islands. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive but not binding authority. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands have a less developed body of securities laws relative to the United States. Therefore, our public shareholders may have more difficulty protecting their interests in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

•        current and future economic and political conditions;

•        our ability to compete in an industry with low barriers to entry;

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

•        our ability to attract customers, win primary agency sale bids, and further enhance our brand recognition; and

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

•        our ability to retain the services of our directors, officers and key employees;

•        trends and competition in the advertising industry; 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.

ENFORCEABILITY OF CIVIL LIABILITIES

We were incorporated under the laws of the Cayman Islands as an exempted company with limited liability on May 31, 2024. We are incorporated under the laws of the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands have a less developed body of securities laws as compared to the United States and provide significantly less protection for investors than the United States. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

Substantially all of our assets are located in the PRC. In addition, all of our directors and officers are nationals or residents of the PRC and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Ogier, our counsel with respect to the laws of the Cayman Islands, and Jingtian & Gongcheng, our counsel with respect to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Our Cayman Islands counsel has further advised us that there is currently no statutory enforcement in the Cayman Islands of judgments. A judgment obtained in the United States, however, may be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (iii) is final; (iv) is not in respect of taxes, a fine or a penalty; (v) was not obtained by fraud; and (vi) is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the securities laws if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature.

Jingtian & Gongcheng has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. Jingtian & Gongcheng has advised us further that there are no treaties or other forms of reciprocity between China and the United States for the mutual recognition and enforcement of court judgments, thus making the recognition and enforcement of a U.S. court judgment in China difficult.

USE OF PROCEEDS

We estimate that the net proceeds from the sale of Class A Ordinary Shares in this offering will be approximately $22.51 million, after deducting the underwriting discounts, estimated offering expenses payable by us and advising fees, based on the assumed initial public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the range set forth on the cover page of this prospectus. If the Representative exercises its over-allotment option in full, we estimate that the net proceeds to us from this offering will be approximately $26.03 million, after deducting the underwriting discounts and estimated offering expenses payable by us.

We intend to use the net proceeds of this offering as follows, and we have ordered the specific uses of proceeds in order of priority.

This expected use of the net proceeds from this offering represents our intentions based upon our current plans and prevailing business conditions, which could change in the future as our plans and prevailing business conditions evolve. Predicting the cost necessary to develop product candidates can be difficult and the amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

The net proceeds from this offering must be remitted to China before we will be able to use the funds to grow our business. The procedure to remit funds may take several months after completion of this offering, and we will be unable to use the offering proceeds in China until remittance is completed. See “Risk Factors — Risks Related to Doing Business in China — We must remit the offering proceeds to China before they may be used to benefit our business in China, and we cannot assure that we can finish all necessary governmental registration processes in a timely manner.” beginning on page 31 for further information.

DIVIDEND POLICY

We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business after the Company’s initial public offering. Therefore, we do not expect to pay cash dividends again in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, and future prospects, and other factors the board of directors may deem relevant.

We are a holding company incorporated in the Cayman Islands. Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business. We rely principally on dividends from our PRC subsidiaries for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us.

Current PRC regulations permit our indirect PRC subsidiary to pay dividends to DCR HK only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiary in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries and affiliates in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations in China, we may be unable to pay dividends on our Class A Ordinary Shares.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars. DCR HK may be considered a non-resident enterprise for tax purposes, so that any dividends DCR WFOE pays to DCR HK may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. See “Taxation — People’s Republic of China Enterprise Taxation.”

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2025.

•        on an actual basis; and

•        on an as adjusted basis to reflect the issuance and sale of the Class A Ordinary Shares by us in this offering at the initial public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the range set forth on the cover page of this prospectus, after deducting the estimated discounts and the estimated offering expenses payable by us.

You should read this capitalization table in conjunction with “Use of Proceeds,” “Selected Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes appearing elsewhere in this prospectus.

____________

(1)      Reflects the sale of Class A Ordinary Shares in this offering (excluding any Class A Ordinary Shares that may be sold as a result of the Representative exercising its over-allotment option) at an assumed initial public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts of $1,250,000, Representative’s non-accountable expense allowance of $250,000, Representative’s out-of-pocket expenses of $239,500 and estimated offering expenses of $753,192 payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, Representative’s non-accountable expense allowance, Representative’s out-of-pocket expenses, and estimated offering expenses payable by us and advisory fees. We estimate that such net proceeds will be approximately $22.51 million.

Each $1.00 increase (decrease) in the assumed initial public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the range set forth on the cover page of this prospectus would increase (decrease) the pro forma as adjusted amount of total capitalization by $4.7 million, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us. An increase (decrease) of one million in the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, would increase the pro forma as the adjusted amount of total capitalization by $4.7 million or decrease the pro forma as the adjusted amount of total capitalization by $4.7 million, assuming no change in the assumed initial public offering price per Class A Ordinary Share as set forth on the cover page of this prospectus.

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the initial public offering price per Class A Ordinary Share and the pro forma net tangible book value per ordinary share after the offering. Dilution results from the fact that the offering price per Class A Ordinary Share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding Class A Ordinary Shares. Our net tangible book value attributable to shareholders on June 30, 2025, was $4,357,927 or approximately $0.104 per ordinary share. Net tangible book value per ordinary share as of June 30, 2025, represents the amount of total assets, less intangible assets, total liabilities and deferred offering cost, divided by the number of Ordinary Shares outstanding.

We will have Class A Ordinary Shares issued and outstanding upon completion of the offering or Class A Ordinary Shares assuming the full exercise of the over-allotment option. Our post offering pro forma as adjusted net tangible book value, which gives effect to receipt of the net proceeds from the offering and issuance of additional shares in the offering, but does not take into consideration any other changes in our net tangible book value after June 30, 2025, will be $26,865,235 or approximately $0.597 per ordinary share. This would result in dilution to investors in this offering of approximately $4.403 per ordinary share or approximately 88.06% from the assumed offering price of $5.00 per ordinary share. Net tangible book value per ordinary share would increase to the benefit of present shareholders by $0.493 per share attributable to the purchase of the Class A Ordinary Shares by investors in this offering.

The following table sets forth the estimated net tangible book value per ordinary share after the offering and the dilution to persons purchasing Class A Ordinary Shares based on the foregoing firm commitment offering assumptions. The number of our Class A Ordinary Shares had been adjusted retrospectively to reflect the increase of share capital. See “Description of Share Capital” for more details.

Each $1.00 increase in the assumed initial public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the range set forth on the cover page of this prospectus would increase our pro forma as adjusted net tangible book value as of June 30, 2025, after this offering by approximately $0.104 per ordinary share, and would increase dilution to new investors by $0.896 per ordinary share, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts, non-accountable expense allowance, Representative’s out-of-pocket expense and estimated offering expenses payable by us. An increase of 1 million in the number of Class A Ordinary Shares we are offering would increase our pro forma as adjusted net tangible book value as of June 30, 2025, after this offering by approximately $0.089 per ordinary share, and would decrease dilution to new investors by approximately $0.089 per ordinary share, assuming the assumed initial public offering price per ordinary share, as set forth on the cover page of this prospectus remains the same, and after deducting the estimate underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

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

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section headed “Summary Consolidated Financial and Operating Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

The PRC subsidiaries are visual content creators in China, dedicated to transforming creative concepts into high-quality visual content for their clients. The PRC subsidiaries specialize in visual effects production for various sectors, such as film and television, over-the-top (“OTT”) video, games, animations, digital cultural tourism, advertising and extended reality (“XR”). Based on the EMR Report, the global VFX market size was approximately $35.59 billion in 2023. The market is estimated to grow at a CAGR of 12.9% during 2024-2032 to reach a value of $106.04 billion by 2032. According to the PwC China Outlook, the market size OTT streaming video in China is expected to grow at a CAGR of 7.41% from 2022 to 2027, while the total box office in China reached $4.54 billion in 2022 and is projected to grow to $13.20 billion in 2027 with a CAGR of 23.77%. As a driving force in the demand of VFX production, China’s internet advertising reached a size of $94.75 billion in 2022 and is estimated to grow at a CAGR of 9% from 2022 to 2027. The management considers the increasing market size of the abovementioned sectors has fueled the growth of the PRC subsidiaries in recent years. The PRC subsidiaries’ comprehensive service offerings span the entire visual content production pipeline, from storyboard design, previsualization to final production. The PRC subsidiaries also strategically outsource selected workloads to third-party visual effect producers to streamline the production process and improve overall project efficiency. This integrated approach ensures seamless project execution, meeting the stringent demands of clients. The PRC subsidiaries’ client base includes high-profile companies across various sectors, reflecting our ability to cater to diverse and complex requirements. The PRC subsidiaries have successfully executed numerous projects for renowned clients in the industry, including Nova Film and Xixi Pictures. The agreements are typically project-based and outline the following material terms: (i) scope of work: each project involves visual effects production for specific content, such as TV series; (ii) technical specifications: the format, resolution, framerate, and other technical requirements for deliverables; (iii) project duration: the duration of projects typically ranging from three months to six months; (iv) production costs and payment schedule: the payment schedule is divided into four installments: (a) the first installment is due within five days of signing the agreement; (b) the second installment is due within five days after the customer approves the sample deliverable when the project is 50% complete; (c) the third installment is due within five days after the customer approves the sample deliverable when the project is 80% complete; and (d) the final installment is due within five days after the customer approves the sample deliverable when the project is 100% complete; (v) bank and payment information: the details related to the payment method and bank account information; (vi) rights and obligations: customary clauses outline the rights and obligations of both parties; (vii) intellectual property and confidentiality: standard clauses regarding intellectual property, confidentiality, representations, and warranties, such as stipulating that all project deliverables belong to the customer, all project-related information must remain confidential, and any party in breach of the agreement must remedy the situation appropriately.

The PRC subsidiaries leverage the proprietary DCR Hub system, which is the self-developed production management ecosystem. As components of the DCR Hub, the PRC subsidiaries have developed a robust portfolio of proprietary tools, software, and plug-ins that enhance the production capabilities and workflow management, allowing the PRC subsidiaries to deliver visually stunning and technically sophisticated content from a robust operational workflow. In addition to traditional visual content production, the PRC subsidiaries have expanded into virtual reality content, capitalizing on the growing demand for immersive experiences.

The PRC subsidiaries generate revenue primarily by providing visual content production service, mainly through fixed-price contracts and milestone-based payments. Clients that the PRC subsidiaries serve include producers, production managers, and visual effect producers from various sectors. The PRC subsidiaries strategically outsource selected workloads to third-party visual effect producers to streamline the production process and improve overall project efficiency. For the fiscal years ended June 30, 2025 and 2024, we had revenue of $28.74 million and $15.86 million, respectively, and net income of $1.42 million and $1.19 million, respectively.

Factors Affecting Results of Operations

Market Demand and Industry Growth

Our business and results of operations are significantly influenced by the demand for visual effects (VFX) and digital content within the entertainment and media industry. The growth and expansion of this industry directly impact our revenue streams, as higher demand for high-quality visual content in films, TV series, animations, advertisements, and virtual reality leads to increased project volumes. Conversely, any slowdown in the industry could result in reduced project opportunities and increased pressure on pricing. Furthermore, staying ahead of technological advancements, such as augmented reality (AR), virtual reality (VR), is critical for maintaining our competitive edge and continuing to attract high-profile clients.

Client Base and Project Pipeline

Our financial performance heavily relies on our ability to maintain long-term relationships with key clients and attract new business opportunities. A diversified client base across various sectors provides stability and reduces dependency on any single client or industry. The size and complexity of the projects we undertake also play a crucial role in our results of operations. Larger and more complex projects typically offer higher margins but come with increased risks, such as potential project delays or cost overruns, which could impact our profitability.

Cost Management and Efficiency

Cost management is essential to maintaining our profitability, especially in an industry where production costs are significant. The costs associated with producing high-quality visual effects, including outsourcing and labor, technology, are critical factors that influence our results of operations. Our ability to manage these costs effectively, particularly in the face of rising labor expenses or increased competition for skilled professionals, directly affects our financial outcomes. Additionally, our reliance on third-party visual content creators for certain aspects of production necessitates careful selection and stringent quality control to ensure that outsourced work meets our standards without inflating costs.

Regulatory Environment

Our business operations are subject to compliance with various local and international regulations, particularly in China, where our PRC subsidiaries are based. Changes in regulations, especially those related to data security, intellectual property, or labor laws, could substantially impact our operational costs and our ability to conduct business smoothly. Protecting our proprietary technologies, such as the DCR Hub system, from potential legal disputes or intellectual property challenges is also crucial to safeguarding our competitive advantage and avoiding disruptions to our business.

Results of Operations

Comparison of Results of Operations for the Years Ended June 30, 2025 and 2024

The following table summarizes our results of operations for the years ended June 30, 2025 and 2024, respectively, and provides information regarding the amount and percentage increase or (decrease) during such years.

Revenue

Total revenues increased by $12.88 million or 81.2%, from $15.86 million for the year ended June 30, 2024, to $28.74 million for the year ended June 30, 2025. The following table sets forth a breakdown of our revenues:

Revenues from virtual content production service

This significant increase was primarily driven by the robust growth in the demand of visual effects production in China. The expansion of the overall market and the strengthening of our relationships with existing clients contributed to this growth. Additionally, a substantial portion of new business was generated through referrals from our current clients, further increasing our revenue for the year ended June 30, 2025.

Cost of Revenues

Cost of revenues primarily consists of outsourcing content production costs and payroll expenses. Total cost of revenues increased by $10.93 million, or 82.2%, from $13.30 million for the year ended June 30, 2024, to $24.23 million for the year ended June 30, 2025. The following table sets forth a breakdown of our cost of revenues for the years ended June 30, 2025 and 2024:

Cost of revenues for visual content production services increased by $10.93 million, or 82.2%, from $13.30 million for the year ended June 30, 2024, to $24.23 million for the year ended June 30, 2025. Our cost of revenues for visual content production services primarily consists of outsourcing costs and production payroll expenses. The increase in the cost of revenues was primarily driven by the business expansion, which led to a corresponding increase in these costs, in line with the growth in revenue. As the demand for our services grew, we had to scale up both our in-house production team and our use of third-party visual content creators, contributing to the overall rise in costs.

Gross Profit and Gross Margin

As a result of the changes in revenue and cost of revenues, gross profit increased by $1.95 million, or 75.9%, from $2.56 million for the year ended June 30, 2024, to $4.51 million for the year ended June 30, 2025. The gross margin slightly decreased from 16.2% for the year ended June 30, 2024, to 15.7% for the year ended June 30, 2025. The

slight decrease in gross margin was attributable to the significant increase in the number of projects undertaken by the Company. To ensure the on-time delivery of projects, the Company increased its outsourcing production costs. Thereby causing the gross margin to decrease.

Operating Expenses

Operating expenses increased by $2.13million, or 185.7%, from $1.14 million for the year ended June 30, 2024, to $3.27 million for the year ended June 30, 2025.

Selling Expenses

Selling expenses primarily included payroll expenses incurred by sales and marketing personnel and related office expenses. Selling expenses decreased by $0.07 million, or 48.9%, from $0.14 million for the year ended June 30, 2024 to $0.07 million for the year ended June 30, 2025.This was mainly due to a $0.05 million decrease in employee bonus expenses and a $0.04 million decrease in travel and entertainment expenses, primarily attributable to: (i) The Company’s sales expansion efforts were mainly led by the CEO, and the company relied heavily on project resources accumulated in previous periods and customer referral from existing clients to generate revenue in the current period.; (ii) With the high-quality delivery of projects, the company has gained client recognition, and its business in the current period is mainly generated through referrals from existing clients, which lowers the cost of acquiring new customers.

General and Administrative Expenses

General and administrative expenses primarily consist of payroll expenses incurred by administration department as well as management, professional service fees, operating lease expenses for office rentals, deprecation, travelling expenses and provision for doubtful accounts. General and administrative expenses increased by $0.48 million, or 115.6%, from $0.41 million for the year ended June 30, 2024, to $0.89 million for the year ended June 30, 2025. The increase was mainly due to: (i) an increase of provision for doubtful accounts of $0.36 million; (ii) an increase in professional service fees of $0.07 million.

Research and Development Expenses

Research and development expenses primarily consist of payroll expenses for research and development personnel and outsourced research and development expenses. For the year ended June 30, 2025, research and development expenses amounted to $2.31 million, an increase of $1.71 million, or 287.8%, compared to $0.60 million for the same period in 2024. This increase is mainly due to a $1.49 million rise in research fees paid to outsourcing service providers for the improvement of DCR Hub tools and a $0.23 million increase in salary and benefit expenses resulting from the increase in the average number of employees.

Income Tax Benefit (Expense)

We recorded an income tax benefit of $0.17 million for the year ended June 30, 2025, compared to an income tax expense of $0.23 million for the year ended June 30, 2024. The decrease in income tax expense was due to the PRC’s research and development expense additional deduction policy.

Net income

As a result of the foregoing, we recorded a net income of $1.42 million and $1.19 million for the years ended June 30, 2025 and 2024.

Liquidity and Capital Resources

In assessing its liquidity, management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. To date, we have financed our operations primarily through cash from operations, and capital contributions from shareholders, which have historically been sufficient to meet our working capital requirements.

The Company currently plans to fund its operations mainly through cash flow from its operations and support from controlling shareholders if necessary. As of June 30, 2025, we had cash in the amount of $0.83 million and a total working capital of $3.91 million.

We believe additional financing may be required. We cannot guarantee, however, that additional financing, if required, would be available that the current cash and cash flows provided by future operating activities and loans from third parties will be sufficient to meet the working capital needs in the next 12 months from the date the audited financial statements were issued. If we experience an adverse operating environment or incur unanticipated capital expenditure requirements, or if we decide to accelerate growth, then at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders. If it is determined that the cash requirements exceed the Company’s amounts of cash on hand, the Company may seek to issue additional debt or obtain financial support from shareholders.

Substantially all of our current operations are conducted in China and all of our revenue, expenses, cash are denominated in RMB. Current foreign exchange and other regulations in the PRC may affect our PRC subsidiaries in their ability to transfer their net assets to us. However, we have no present plans to declare dividend, and we plan to retain our retained earnings to continue to grow the business. In addition, these regulations had no impact on our ability to meet cash obligations as all of the current cash obligations are due within the PRC.

Cash Flows Analysis

For the Years Ended June 30, 2025 and 2024

The following table sets forth a summary of our cash flows for the periods indicated:

Operating Activities

Net cash used in operating activities was $0.96 million for the year ended June 30, 2025, mainly derived from (i) a net income of $1.42 million adjusted for non-cash amortization and depreciation of $0.02 million, depreciation of operating lease right-of-use assets of $0.04 million, provision for doubtful accounts, net of recovery of $0.36 million and deferred income tax benefit of $0.17 million, (ii) net changes in the operating assets and liabilities, primarily comprising (a) an increase in accounts receivable of $1.85 million; (b) a decrease in advance to vendors of $0.63 million related to project production, which were not completed as of June 30, 2025; (c) an increase in deferred offering cost of $0.21 million, which was mainly due to professional service fees for our initial public offering; and (d) a decrease in advance from customer of $1.91 million.

Net cash provided by operating activities was $0.62 million for the year ended June 30, 2024, mainly derived from (i) a net income of $1.19 million adjusted for non-cash amortization and depreciation of $0.01 million and depreciation of operating lease right-of-use assets of $0.04 million, (ii) net changes in the operating assets and liabilities, primarily comprising of (a) a decrease in accounts receivable of $1.27 million; (b) an increase in advance to vendors of $5.42 million for project production, which were not completed as of June 30, 2024; (c) a decrease in accounts payable of $1.0 million was mainly because we cleared the outstanding balance for the business during the fiscal year 2024; and (d) an increase in advance from customer of $3.58 million.

Investing Activities

Net cash used in investing activities was $0.004 million for the year ended June 30, 2025, which was used for the purchase of property and equipment.

Net cash provided by investing activities was $0.18 million for the year ended June 30, 2024, mainly derived from collection of loans from related parties and third parties of 0.21 million which was offset by the purchase of property and equipment of $0.03 million.

Financing Activities

Net cash provided by financing activities amounted to nil.

Net cash provided by financing activities amounted to $1.0 million for the year ended June 30, 2024, mainly derived from capital contribution from new investor of $1.24 million which was offset repayments of loan to third parties of $0.24 million.

Contractual Obligations

As of June 30, 2025, our contractual obligations were as follow:

Inflation

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

Seasonality

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

Critical Accounting Policies and Management Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP, which requires the Company to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues, costs and expenses, and any related disclosures. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates as a result of changes in our estimates. Some of our accounting policies require higher degrees of judgment than others in their application.

We believe that the following accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

Accounts receivable, net

Accounts receivables are presented net of an allowance for credit losses. The Company assesses an allowance for credit losses in accordance with Accounting Standards Codification (“ASC”) 326 and records the allowance for credit losses as an offset to assets such as accounts receivable, and the estimated credit losses charged to the allowance is classified under “General and administrative expenses in consolidated statements of operations and comprehensive income”. The Company assesses collectability by reviewing receivables on a collective basis where similar characteristics exist, primarily based on size, nature and on an individual basis when identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the receivable balances, credit quality of the Company’s customer based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.

Revenue recognition

The Company’s revenue is derived principally from virtual technology service.

In accordance with ASC 606, revenues from contracts with customers are recognized when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: (i) identify the contracts with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when, or as the entity satisfies a performance obligation.

The Company’s revenues are derived principally from virtual technology service, digital marketing and digital asset development and others.

Revenue from virtual technology service

The Company engages in virtual content production for visual effect in movies, television series, animations, games, advertisement, tourism, and augmented reality (“AR”) and virtual reality (“VR”) technology etc. The virtual content production contracts are on a fixed price basis, which require the Company to perform services for visual effect design, content development, production and integration based on customers’ specific needs. The required production period is generally less than one year.

The virtual content production services are considered as a single performance obligation because the Company provides a significant service of integrating different services underlying each contract, which are highly interdependent and interrelated with one another. The Company currently does not have any modification of contract and the contracts currently do not have any variable consideration.

The customer of the virtual content production contract can only obtain control of the produced virtual content after the project is completed. The Company satisfies its performance obligation at a point in time only when it transfers the developed content to the customer. The virtual content are assets when they are developed by the Company. The Company can direct the use of the product and obtain substantially all of the remaining benefits of the asset. The customer can direct the use and obtain benefits of the assets only after the development completed and control transfer occurred from the Company upon acceptance by the customer. The customer does not simultaneously receive or consume the benefits provided by the Company’s performance as the Company performs. The customer can only benefit from the final output of the virtual content as delivered by the Company. The customer does not have control over the content as it is developed. The developed virtual content may be sold as digital assets by the Company and the payment collected in advance based on the contract upon each milestone would be refundable if the Company does not meet the customer’s needs or there is other default. Hence, none of the criteria of ASC 606-10-25-27 is met. Revenue from virtual content production is recognized at a point in time when the Company satisfies the performance obligation by transferring promised virtual content product upon acceptance by customers.

While none of the factors individually are considered presumptive or determinative, the Company is the primary obligor and responsible for (i) identifying and contracting with customers and delivering the specified virtual content production services; (ii) bearing certain risks of loss to the extent that the cost incurred for content production cannot be compensated by the total consideration received from the customer, which is similar to inventory risk; and (iii) performing all the billing and collection activities, including retaining credit risk.

Contract balance

The Company recognizes accounts receivable in its consolidated balance sheets when it performs a service in advance of receiving consideration and it has the unconditional right to receive consideration. Payments received from its customers are based on the payment terms established in its contracts. Such payments are initially recorded to advance from customers and are recognized into revenue as the Company satisfies its performance obligations. As of June 30, 2025 and 2024, the balance of advance from customers amounted to $1,849,985, and $3,778,464, respectively. During the years ended June 30, 2025 and 2024, an amount of $3,778,464 and $190,982 from the opening balance of advance from customers was recognized as revenue, respectively. Substantially all of advance from customers will be recognized as revenue during the Company’s following fiscal year.

Income taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or future deductibility is uncertain. The subsidiaries in the PRC and Hong Kong are subject to the income tax laws of the PRC and Hong Kong. No taxable income was generated outside the PRC for the years ended June 30, 2025 and 2024.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes”, prescribe a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. Tax positions that meet the “more likely than not” recognition threshold are measured, using a cumulative probability approach, at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The estimated liability for unrecognized tax benefits are periodically assessed for adequacy and may be affected by changing interpretations of laws, rulings by tax authorities, changes and or developments with respect to tax audits, and the expiration of the statute of limitations. Additionally, in future periods, changes in facts and circumstances, and new information may require the Company to adjust the recognition and measurement of estimates with regards to changes in individual tax position. Changes in recognition and measurement of estimates are recognized in the period which the change occurs. ASC 740 also provides guidance on the recognition of income tax assets and liabilities, classification accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures.

Recent accounting pronouncements

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280)” (“ASU 2023-07”). The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. Topic 280 requires a public entity to report a measure of segment profit or loss that the chief operating decision maker (CODM) uses to assess segment performance and make decisions about allocating resources. Topic 280 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, adopted retrospectively. The Company has adopted this for the year ending June 30, 2025 and concluded the adoption does not have a significant impact on the disclosures set out in these consolidated financial statements.

In December 2023, FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740)” (“ASU 2023-09”). The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. One of the amendments in ASU 2023-09 includes disclosure of, on an annual basis, a tabular rate reconciliation of (i) the reported income tax expense (or benefit) from continuing operations, to (ii) the product of the income (or loss) from continuing operations before income taxes and the applicable statutory federal income tax rate of the jurisdiction of domicile using specific categories, including separate disclosure for any reconciling items within certain categories that are equal to or greater than a specified quantitative threshold of 5%. ASU 2023-09 also requires disclosure of, on an annual basis, the year to date amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign jurisdictions, including additional disaggregated information on income

BUSINESS

Overview

The PRC subsidiaries are visual content creators in China, dedicated to transforming creative concepts into high-quality visual content for their clients. The PRC subsidiaries specialize in visual effects production for various sectors, such as film and television, over-the-top (“OTT”) video (which refers to streaming media content delivered directly to viewers via the internet, bypassing traditional cable or satellite providers), games, animations, digital cultural tourism, advertising and extended reality (“XR”, a collective term for immersive technologies like virtual reality (“VR”), augmented reality (“AR”), and mixed reality (“MR”). Based on the EMR Report, the global VFX market size was approximately $35.59 billion in 2023. The market is estimated to grow at a CAGR of 12.9% during 2024-2032 to reach a value of $106.04 billion by 2032. According to the PwC China Outlook, the market size OTT streaming video in China is expected to grow at a CAGR of 7.41% from 2022 to 2027, while the total box office in China reached $4.54 billion in 2022 and is projected to grow to $13.20 billion in 2027 with a CAGR of 23.77%. As a driving force in the demand of VFX production, China’s internet advertising reached a size of $94.75 billion in 2022 and is estimated to grow at a CAGR of 9% from 2022 to 2027. The management considers the increasing market size of the abovementioned sectors has fueled the growth of the PRC subsidiaries in recent years. The PRC subsidiaries’ comprehensive service offerings span the entire visual content production pipeline, from storyboard design, previsualization to final production. The PRC subsidiaries also strategically outsource selected workloads to third-party visual effect producers to streamline the production process and improve overall project efficiency. This integrated approach ensures seamless project execution, meeting the stringent demands of clients. The PRC subsidiaries’ client base includes high-profile companies across various sectors, reflecting our ability to cater to diverse and complex requirements. The PRC subsidiaries have successfully executed numerous projects for renowned clients in the industry, including Nova Film and Xixi Pictures. The agreements are typically project-based and outline the following material terms: (i) scope of work: each project involves visual effects production for specific content, such as TV series; (ii) technical specifications: the format, resolution, framerate, and other technical requirements for deliverables; (iii) project duration: the duration of projects typically ranging from three months to six months; (iv) production costs and payment schedule: the payment schedule is divided into four installments: (a) the first installment is due within five days of signing the agreement; (b) the second installment is due within five days after the customer approves the sample deliverable when the project is 50% complete; (c) the third installment is due within five days after the customer approves the sample deliverable when the project is 80% complete; and (d) the final installment is due within five days after the customer approves the sample deliverable when the project is 100% complete; (v) bank and payment information: the details related to the payment method and bank account information; (vi) rights and obligations: customary clauses outline the rights and obligations of both parties; (vii) intellectual property and confidentiality: standard clauses regarding intellectual property, confidentiality, representations, and warranties, such as stipulating that all project deliverables belong to the customer, all project-related information must remain confidential, and any party in breach of the agreement must remedy the situation appropriately.

The PRC subsidiaries leverage the proprietary DCR Hub system, which is the self-developed production management ecosystem. As components of the DCR Hub, the PRC subsidiaries have developed a robust portfolio of proprietary tools, software, and plug-ins that enhance the production capabilities and workflow management, allowing the PRC subsidiaries to deliver visually stunning and technically sophisticated content from a robust operational workflow. In addition to traditional visual content production, the PRC subsidiaries have expanded into virtual reality content, capitalizing on the growing demand for immersive experiences.

The PRC subsidiaries generate revenue primarily by providing visual content production service, all through fixed-price contracts and milestone-based payments. Clients that the PRC subsidiaries serve include producers, production managers, and visual effect producers from various sectors. The PRC subsidiaries strategically outsource selected workloads to third-party visual effect producers to streamline the production process and improve overall project efficiency. Since DCR Beijing’s inception in 2021, the PRC subsidiaries have served approximately 68 clients. During the fiscal years ended June 30, 2025 and 2024, they served 48 and 17 clients, respectively. For the fiscal years ended June 30, 2025 and 2024, we had revenue of $28.74 million and $15.86 million, respectively, and net income of $1.42 million and $1.19 million, respectively.

Our Corporate History and Structure

DCR Tech Group Ltd, or DCR Cayman, is a holding company incorporated in the Cayman Islands with no material operations of our own and not a Chinese operating company. DCR Cayman conducts its operations in China through its PRC subsidiaries, including DCR Beijing and DCR Qingdao. This is an offering of securities of the offshore holding company in the Cayman Islands, instead of securities of the operating entity in China. Therefore, you will not directly hold any equity interests in the operating entity. Further, DCR Cayman controls and receives the economic benefits of its PRC subsidiaries’ business operation, if any, through equity ownership. We do not use a Variable Interest Entity (VIE) structure.

DCR Cayman’s issued share capital is a dual class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting right, conversion right and, the right to requisite a general meeting and conversion upon transfer pursuant to the provisions of our amended and restated memorandum and articles of association. In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to 20 votes per one Class B Ordinary Share. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. The directors may convene general meetings whenever they think fit. General meetings shall also be convened on the written requisition of one or more of the shareholders who (together) hold at least one-tenth of issued Class B Ordinary Shares in accordance with the notice provisions in the articles, specifying the purpose of the meeting and signed by each of the shareholders making the requisition.

In connection with this offering, we have undertaken a reorganization of our corporate structure (the “Reorganization”) in the following steps:

•        on May 31, 2024, DCR Cayman was incorporated as an exempted company limited by shares in the Cayman Islands;

•        on June 21, 2024, DCR Cayman incorporated its wholly owned subsidiary, DCR HK, in Hong Kong SAR;

•        on August 2, 2024, DCR HK incorporated its wholly owned subsidiary, DCR WFOE, in the PRC, and

•        on August 6, 2024, DCR WFOE acquired 100% equity interest of DCR Beijing. As a result, DCR Beijing became a wholly-owned subsidiary of DCR WFOE.

The following diagram illustrates our corporate structure as of the date of this prospectus and upon completion of this offering based on a proposed number of 5,000,000 Class A Ordinary Shares being offered, assuming the Representative does not exercise its over-allotment option.

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**      DCR TECH GROUP LTD is a holding company with no operation of its own. The Class A Ordinary Shares offered in this prospectus are those of DCR TECH GROUP LTD.

Industry

DCR Group’s PRC subsidiaries operate in the entertainment and media (E&M) market and the visual effects (VFX) industry within the E&M market in China. The VFX industry is a critical segment of the E&M market, contributing significantly to the production quality and visual appeal of film, television, and other digital content.

Entertainment and Media Market

According to “Perspective and Insights: Global Entertainment and Media Outlook 2023-2027” published by PwC3 (the “PwC Global Outlook”), the global E&M market reached a total revenue of $2.32 trillion in 2022, marking a 5.4% increase from the previous year. This growth represents a deceleration compared to the 10.6% growth rate observed in 2021, as economies and industries worldwide rebounded from the upheaval caused by the COVID-19 pandemic. From 2022 to 2027, the market is projected to grow at a CAGR of 3.6%. By 2027, the global E&M revenue is forecasted to reach approximately $2.78 trillion.

As a segment of the global E&M market, China’s E&M market stands out as one of the key drivers of the global growth. According to the PwC China Outlook, the Chinese E&M market is projected to grow at a CAGR of 4.3% from 2022 to 2027, reaching a total revenue of $479.9 billion by 2027. The Chinese E&M market is characterized by a significant demand for digital content, particularly through OTT (Over-The-Top) streaming services and mobile platforms. The penetration of internet and mobile broadband has enabled a vast consumer base to access digital media,

fueling the growth of various E&M segments. In China, key segments driving growth include film, virtual reality content, OTT streaming video, digital gaming, and internet advertising, with projected 2022-2027 CAGRs of 20.89%, 18.92%, 7.41%, 13.13% and 9.09%, respectively, according to the PwC China Outlook.

Visual Effects (VFX) Market

VFX production fuels the creation of videos and interactive scenarios, in forms such as film and television, OTT video, games, animations, virtual reality and augmented reality applications. The global VFX market has witnessed substantial growth, driven by the increasing demand for high-quality visual content across various media platforms. Based on the EMR Report, the global VFX market size was approximately $35.59 billion in 2023. The market is estimated to grow at a CAGR of 12.9% during 2024-2032 to reach a value of $106.04 billion by 2032, reflecting the growing importance of visual storytelling in the digital age.

The growing demand for high quality visual content in videos and the rising popularity of OTT streaming services, video games, and digital advertising accelerate the demand for VFX production. As consumers seek more immersive and visually stunning experiences, the role of VFX in creating compelling content becomes increasingly vital. According to the PwC China Outlook, the market size OTT streaming video in China is expected to grow at a CAGR of 7.41% from 2022 to 2027, while the total box office in China reached $4.54 billion in 2022 and is projected to grow to $13.20 billion in 2027 with a CAGR of 23.77%. As a driving force in the demand of VFX production, China’s internet advertising reached a size of $94.75 billion in 2022 and is estimated to grow at a CAGR of 9% from 2022 to 2027. The integration of advanced technologies such as augmented reality (AR), virtual reality (VR), artificial intelligence (AI), and the penetration of 5G networks also contribute to the growing opportunities in the VFX production.

Key Trends and Drivers

Technological Advancements:    The VFX industry is heavily influenced by technological advancements. The adoption of AR, VR, and AI technologies has revolutionized VFX production, enabling more immersive and realistic visual experiences. These technologies are also enhancing the efficiency and creativity of VFX workflows, allowing artists to push the boundaries of visual storytelling.

Streaming Services and High-Quality Content:    The rise of streaming services in China, such as iQIYI, Tencent Video, and Youku, has created a high demand for original content, which often relies heavily on VFX. According to the PwC China Outlook, as competition among mainstream OTT streaming platforms intensifies, having high-quality original long-video content is vital for attracting and retaining paid viewers. This trend drives the need for advanced VFX services to meet the expectations of viewers and maintain competitive advantage.

Competitive Advantages

We believe that the following competitive strengths are essential for the PRC subsidiaries’ success and differentiate us from our competitors:

Proprietary Production Management Ecosystem — The DCR Hub System

The PRC subsidiaries’ self-developed production management ecosystem, the DCR Hub, is a cornerstone of our competitive advantage. This system comprises a suite of independent software, tools, and plugins that streamline and enhance stages of the visual effects production process, enhancing production capabilities and workflow efficiency. Key features of the DCR Hub include rapid concept generation, precise recognition, correction and edge optimization, high-performance rendering, and workflow management. By integrating these features, the DCR Hub system enhances the PRC subsidiaries’ production capabilities, allowing the PRC subsidiaries to deliver visually sophisticated content. Employees are required to have a deep understanding of the techniques and software commonly used in the visual effects sector to effectively operate DCR Hub. The PRC subsidiaries also conduct training sessions to ensure employees are proficient in using the software, tools, and plugins that comprise the DCR Hub.

One of the tools included in the DCR Hub system is the Edge Optimization System for Background Removal (the “Edge Optimization System”). This tool functions as a plugin for the widely used visual effects software, Nuke. When processing background removal for video assets, the removal of green screens often lacks precision, particularly around characters, resulting in a visible green halo effect. By integrating the Edge Optimization System into the Nuke workflow, staff can select parameters such as background color, correction area, and correction algorithm. The Edge Optimization System then automatically optimizes the edges, ensuring a seamless blend between the character and the new background. This tool significantly enhances the precision and efficiency of the background removal process.

The DCR Hub system aims to address specific production challenges and enhance accuracy, quality and efficiency. The DCR Hub system is designed to address specific production challenges and enhance the accuracy, quality, and efficiency of visual effects production. Management views the DCR Hub system as distinct from competitors’ software, emphasizing its precise functionality and the reduced time and effort required to refine output to meet final production standards. Additionally, the system features simplified interface and streamlined workflows, which management believes simplify operations and promote efficient visual effects production. This focus on operational simplicity and workflow efficiency is considered by management to be a distinguishing characteristic of the DCR Hub system.

Highly Experience Management and Team

Our senior management team has a wealth of experience in the E&M industry and has been essential in driving the growth of our business. Our founder and CEO, Director and Chairman of the Board, Mr. Jianru Yang, has over 8 years of experience in business management and E&M industries. Our CFO and Director, Ms. Yang Li, has over 9 years of experience in finance and accounting. Their strategic vision and industry knowledge drive innovation and ensure that we stay ahead of market trends.

The PRC subsidiaries have established a group of highly skilled and experienced professionals in visual content creation. The expertise and dedication of team members play a crucial role in maintaining our competitive edge and delivering high-quality visual content. The team comprises talented artists, animators, and technical experts who are well-versed in the latest technologies and techniques in visual effects production. Their collective expertise spans multiple disciplines, including 3D animation, motion graphics, compositing, and virtual reality content development. This diverse skill set enables the PRC subsidiaries to tackle a wide range of projects, from complex movie sequences to virtual reality content.

The PRC subsidiaries’ team has successfully executed numerous high-profile projects for renowned clients in the industry, such as Nova Film and Xixi Pictures. The management believes their track record of past projects has helped the PRC subsidiaries to establish stable relationships and earn repeat business from satisfied clients. The ability to consistently deliver satisfied results for their clients has solidified the PRC subsidiaries’ reputation as reliable and innovative visual content providers.

Comprehensive Production Management Workflow

The PRC subsidiaries offer full project management, encompassing every stage of the visual content production process, from initial storyboard creation, previsualization to final mass production. This integrated approach aims to ensure seamless project execution and high standards of project delivery, while adhering to project timelines and budgets. By strategically outsourcing selected workloads to third-party visual content creators, the PRC subsidiaries seek to optimize efficiency and control costs. The PRC subsidiaries assess the workload and specific requirements from clients and engage with third-party visual content creators on most of the projects to outsource repetitive, standard and non-creative tasks, such as green screen removal, background compositing and basic animation. After internal quality check, outsourced work will be then handled by PRC subsidiaries’ in-house team for further processing and visual effects production. The PRC subsidiaries’ in-house team focuses on handling complex visual effects, which the management considers critical to maintaining a high standard of output. This combination of in-house expertise and strategic outsourcing reflects the PRC subsidiaries’ approach to delivering visually sophisticated content.

Our Growth Strategy

We intend to implement the following growth strategies to further develop our business:

Expanding Our Business into Immersive Application Scenarios for Digital Cultural Tourism

We aim to capitalize on the growing market demand for immersive experiences, particularly related to the extended reality (XR) application in digital cultural tourism. Leveraging the advantages of the DCR Hub system, we will continue expanding our business on developing and delivering high-quality visual content for XR applications, with a focus in digital cultural tourism sector. Our strategy involves providing visual content without offering accompanying services, allowing us to concentrate on our core strengths in content creation.

By continuously expanding into visual content creation for XR applications in digital cultural tourism application scenarios, we aim to increase our business exposure and enhance our reputation in the area of digital cultural tourism. We believe that this area will see increased demand and user adoption, driven by advancements in XR technology and greater accessibility. Our R&D efforts will emphasize more on enhancing the DCR Hub’s capabilities for immersive content creation. This includes developing new tools and features that enable faster and higher-quality rendering of XR content, as well as improving the system’s ability to handle complex interactive elements.

Continuing Our Investment in R&D of Proprietary Technologies

Continuous innovation and improvement of our DCR Hub system are critical to maintaining our competitive edge. We will continue to invest in research and development to further advance the features and functionalities of the DCR Hub. We intend to develop new tools and plugins that streamline various stages of the visual content creation process. We plan to improve the automated procedures for repetitive tasks, optimize resource allocation, and improve the efficiency of visual content creation. The investment in DCR Hub will emphasize more on enhancing the DCR Hub’s capabilities for immersive content creation, to better facilitate our expansion into immersive content creation. We plan to invest 30% of the net proceeds of this offering in the R&D of DCR Hub system.

Talent Acquisition and Continuous Training

Highly skilled professionals are essential to the growth of our business. We will recruit more professionals to join our team, ensuring that we have the expertise needed to handle increasingly complex projects. The recruitment of professionals will emphasize on talents with specialized skills in visual effects production, 3D animation, and XR content creation, with a goal of continuous improvement of our technical proficiency and creative innovation. We also plan to invest in continuous training and development programs for our employees, including workshops, certifications, and seminars on the latest industry trends and technologies. By fostering a culture of continuous learning, we keep our team of professionals at the forefront of innovation. To retain top talent, we will implement initiatives such as competitive compensation packages, career advancement opportunities, and a supportive work environment. We plan to invest 20% from the proceeds of this offering in acquisition and training of talented professionals.

Our Business Model

The PRC subsidiaries operate as visual content creators in China, specializing in visual effects production for various sectors, such as film and television, over-the-top (“OTT”) video, games, animations, digital cultural tourism, advertising and XR. The business model leverages the proprietary DCR Hub system, strategic outsourcing, and client relationships to deliver visual content. The PRC subsidiaries’ clients include producers, production managers, visual effect producers and other types of clients such as game developers and advertisers. The PRC subsidiaries strategically outsource selected workloads to third-party visual effect producers, which are the PRC subsidiaries’ suppliers, to streamline the production process and improve overall project efficiency.

The PRC subsidiaries follow a structured operational workflow to ensure the delivery of visual content. Our process is designed to meet the specific needs and expectations of clients while maintaining strict quality standards and adhering to project timelines. By combining in-house expertise with strategic outsourcing, the PRC subsidiaries ensure that each project is completed on time, within budget, and meets and goes beyond client’s expectation. The flow chart and the description below illustrate the typical flow of service and operation of the PRC subsidiaries.

1.      Project Evaluation

The workflow begins with the project evaluation phase. During this phase, the client provides a detailed requirement sheet, which includes textual descriptions, sample visual concept, quality and results needed, and other specific considerations of the project. The PRC subsidiaries evaluate the scope of work, level of difficulty, resource needed, estimated timeline and workload of the project. The evaluation of the scope of work and resources needed is based on the information provided by the client, such as detailed scene descriptions and visual effect requirements, which help determine the necessary techniques and equipment. The level of difficulty is assessed based on the project timeline and the complexity of the special effects required. Shorter project timelines and more complex special effects (e.g., high-quality computer-generated imagery(“CGI”) or intricate animation effects) increase the difficulty level. Based on the client’s needs and PRC subsidiaries’ evaluation, the PRC subsidiaries determine the production workload and costs, develop a comprehensive production plan, and provide a quotation and timeline estimate to the client.

2.      Storyboard Creation and Single-Frame Effects

After the project evaluation, the PRC subsidiaries proceed with creating storyboards and single-frame effects. These visual elements serve to provide a clear representation of the project concept. Storyboards include preliminary indications of camera movements, human and object animations, showing the basic composition and motion direction of each shot. These are not highly detailed but are essential for conveying the overall visual concept. Single-frame effects focus on confirming the background environment styles and the forms of special effects, offering an initial understanding of the final visual effects by displaying the background and key visual elements. The client reviews these initial visuals and provides feedback or approval. This phase is crucial as it ensures that the client’s vision is accurately captured, setting a foundation for the final production.

3.      Previsualization

During the previsualization phase, the PRC subsidiaries develop a longer, high-quality visualization of key effects and visual concepts. This previsualization, typically ranging from 5 to 20 seconds, is produced to the quality of the final product. The client reviews and confirms these key visual elements, allowing the PRC subsidiaries to proceed with confidence that the final product will meet their expectations.

4.      Visual Production

Upon client approval of the previsualization, the PRC subsidiaries enter the visual production phase. The production management and quality control teams closely monitor the project timeline, budget, and quality standards throughout this phase. To optimize efficiency and manage costs effectively, the PRC subsidiaries strategically outsource certain aspects of the production process to trusted third-party visual content creators. Criteria used to select third-party visual content creators are primarily their past project experience and the

delivery quality of their past work. These outsourced tasks typically involve repetitive, standard and non-creative production work, such as green screen removal, background compositing and basic animations. The outsourced tasks will be given a quality check before being handled by the in-house team. The review process involves an initial assessment by the review team leader, who checks for basic issues in the outsourced content, such as adherence to file format, naming conventions, color space, and frame dimensions as specified by the client. The outsourced content is also subject to a pixel-level comparison with original materials, with edge differences limited to no more than five pixels. All submissions must adhere to the production timeline set forth by the PRC subsidiaries. Once the content passes this initial check, the visual effects director conducts a thorough review to ensure the overall production quality meets the required standards and that the special effects align with the project’s style and specifications. The outsourced work will be then handled by PRC subsidiaries’ in-house team for further processing and visual effects production. For the years ended June 30, 2025 and 2024, value of outsourced work amounted to $24.11 million and $13.42 million.

The PRC subsidiaries engage third-party visual content creators for specific projects through production contracts, which include the following material terms: (a) scope of work: a detailed list of specific scenes and tasks for each project; (b) technical specifications: the format, resolution, framerate, and other technical requirements for the deliverables; (c) project duration: typically within three months; (d) production costs and payment schedule: the payment schedule is generally divided into three installments: (i) the first installment is due within five days of signing the agreement; (ii) the second installment is due upon submission of the sample deliverable when the outsourced content is 80% complete; and (iii) the third installment is due upon submission of the sample deliverable when the outsourced content is 100% complete; (e) bank and payment information: payment methods and bank account information; (f) rights and obligations: standard clauses outlining the rights and obligations of both parties; (g) intellectual property and confidentiality: customary clauses regarding intellectual property, confidentiality, and representations and warranties. Meanwhile, the in-house team focuses on more complex and critical scenes, such as opening sequences or promotional clips. This combination of in-house expertise and strategic outsourcing reflects the PRC subsidiaries’ approach to delivering visually sophisticated content.

5.      Review and Final Delivery

Following the visual production phase, the PRC subsidiaries conduct an internal review of the final product. The quality standards applied by the PRC subsidiaries include ensuring that all deliverables meet client requirements for technical parameters such as file formatting, naming conventions, color space, and visual dimensions. To ensure compliance with these standards, the PRC subsidiaries implement a multi-tier review process. After a self-assessment by production staff to identify edge detail issues, the team leader conducts a secondary review to verify overall visual completion. The visual effects director performs a final review of the project’s visual quality and alignment with client expectations. Throughout the production process, regular review meetings are held, during which the team evaluates the content on screens to discuss and confirm it meets quality standards. Once the content is approved internally, the final edited product is presented to the client for review. The client provides feedback, and any necessary revisions are made to ensure complete satisfaction. The project is considered complete upon client approval.

Customers, Sales and Marketing

The PRC subsidiaries value delivering visual content to customers and earning their satisfaction and repeating business, which contribute to customers seeking the PRC subsidiaries’ service proactively rather than being marketed by the PRC subsidiaries. Combined with the PRC subsidiaries’ active sales and marketing efforts, the PRC subsidiaries capitalize growth opportunities by the following channels:

1.      Existing and Former Customers:

The management believes that the PRC subsidiaries have established a reputation for delivering high-quality visual content, leading to repeat business. The PRC subsidiaries engage an archive to manage relationships with new and repeat customers, ensuring regular contact and engagement.

2.      Experienced Management Team:

Our management team plays a crucial role in our sales and marketing efforts. The team’s experience in the visual content and entertainment industry, along with their established business and personal relationships, enhances our market reach. Key members of our management team, such as our founder and CEO, Mr. Jianru Yang, have maintained good connections with industry practitioners and potential clients. These relationships are important in identifying new business opportunities and fostering long-term partnerships.

3.      Reputation and Client Referrals:

The PRC subsidiaries have developed a reputation in visual content production area, which the management attributes to consistent client satisfaction and satisfied project outcomes. According to management’s observations, clients frequently refer their services to peers. Additionally, some clients proactively seek out the PRC subsidiaries, which management believes is due to their demonstrated quality and expertise. This client-driven interest from potential clients furthers our business growth and strengthens the PRC subsidiaries’ market position.

For the year ended June 30, 2025, five customers accounted for approximately 25%, 14%, 10%, 6% and 4% of total revenues, respectively. As of June 30, 2025, four customers accounted for approximately 42%, 27%, 15%, and 10% of the Company’s gross accounts receivable.

For the year ended June 30, 2024, five customers accounted for approximately 22%, 13%, 11%, 11% and 10% of total revenues, respectively. As of June 30, 2024, the balance of the Company’s total accounts receivable is nil.

Suppliers

The PRC subsidiaries engage third-party visual content creators to strategically undertake certain aspects of the production process, optimizing efficiency, managing costs, and ensuring the ability to handle a high volume of projects without compromising quality. Our outsourcing suppliers, primarily visual effects studios, are selected based on their expertise, reliability, and ability to meet the PRC subsidiaries’ quality standards and client’s requirements. Typically, less complex or high-volume tasks, such as background compositing, basic animations, and rotoscoping, are outsourced, allowing the PRC subsidiaries to concentrate internal resources on high-quality, complex, and main scenes.

For the year ended June 30, 2025, five suppliers accounted for approximately 14%, 14%, 12%, 11% and 9% of the total purchases, respectively. As of June 30, 2025, the Company’s accounts payable is nil.

For the year ended June 30, 2024, five suppliers accounted for approximately 16%, 12%, 11%, 11% and 10% of the total purchases, respectively. As of June 30, 2024, the Company’s accounts payable is nil.

Research and Development

The PRC subsidiaries place an emphasis on research and development (R&D) to maintain our competitive edge in the visual content and entertainment industry. Our commitment to continuous innovation and technological advancement drives our ability to deliver advanced visual effects and immersive content to our clients. The PRC subsidiaries recruited and maintained R&D staff to develop features of the DCR Hub system and continuously improve it. As of the date of this prospectus, the PRC subsidiaries have a team of 26 full-time R&D personnel who are focused on enhancing our proprietary DCR Hub system and developing new tools and technologies to improve our production processes. The DCR Hub system integrates advanced tools and plugins that streamline various stages of the visual effects production process, from initial concept design to final rendering. The DCR Hub system features the following key capabilities:

•        Rapid Concept Generation.    The DCR Hub includes tools that facilitate the swift generation of initial concepts and storyboards. These tools allow the PRC subsidiaries to quickly generate detailed visual representations of project ideas, which can be presented to clients early in the production process. This rapid concept generation accelerates the approval process and enables faster project initiation. By providing clients with a clear visual roadmap from the outset, the PRC subsidiaries ensure alignment and reduce the likelihood of extensive revisions later in the project.

•        Precise Recognition, Correction and Edge Optimization.    Utilizing the PRC subsidiaries’ self-developed algorithms, the DCR Hub offers precise visual recognition and correction capabilities. These algorithms can precisely recognize components in the original visual resources and analyze the needed correction and special effects in the production process. This improves production efficiency and reduces errors and the need for manual correction and interference.

•        High-Performance Rendering.    Rendering is a critical aspect of visual content production, and the DCR Hub incorporates tools and plug-ins that set rendering parameters automatically and reduces rendering times. This enables the PRC subsidiaries to produce high-quality visual content quickly, meeting tight deadlines and managing multiple projects simultaneously without compromising on quality.

•        Integrated Workflow Management.    The DCR Hub includes tools for production workflow management, from initial concept design to final delivery. By providing a streamlined workflow, the DCR Hub minimizes disruptions and maintains consistent quality across all projects. This holistic approach to project management enhances the PRC subsidiaries’ ability to deliver outcomes.

•        Enhanced Production Efficiency.    The DCR Hub’s suite of tools and plugins is designed to enhance production efficiency by automating repetitive tasks and optimizing resource allocation. These tools include automation features that handle routine tasks, freeing up the PRC subsidiaries’ creative professionals to focus on more complex and innovative aspects of production. This enhanced efficiency is a significant benefit for the PRC subsidiaries’ clients, as it translates into shorter project timelines.

The major focus of our R&D efforts is the continuous advancement of our proprietary DCR Hub system. Specific areas of development and improvement include the project management system, where the PRC subsidiaries are increasing investments to make project management more straightforward and efficient, thereby reducing communication costs. Additionally, the PRC subsidiaries are optimizing existing system plugins to enhance the speed and quality of various effects during project production. These advancements aim to improve overall work efficiency by incorporating technical improvements that reduce both time and rendering costs.

For the fiscal years ended June 30, 2025 and 2024, the PRC subsidiaries invested $2.3 million and $0.6 million in R&D, respectively.

Competition

The visual content creation and visual effects sectors in China are fragmented and competitive. Our management believes service providers with advanced technologies and comprehensive service offerings are expected to dominate the market. The PRC subsidiaries face competition from well-established firms such as MoreVFX and Phenom Films, known for their high-quality visual effects services, and small visual content production studios. Visual content providers compete primarily on technological competency, quality of service, experienced management, access to skilled professionals, brand recognition, and the ability to consistently deliver innovative and high-quality content. The PRC subsidiaries distinguish themselves through the integration of our proprietary DCR Hub system, which enhances our production capabilities and workflow efficiency.

The PRC subsidiaries’ continuous investment in research and development, along with the commitment to delivering visual content, positions them well in the market. As the demand for immersive experiences and high-quality visual content continues to grow, the PRC subsidiaries will continue to innovate, expand their technological capabilities, and enhance service offerings to meet the evolving needs of clients.

Property

As of the date of this prospectus, the PRC subsidiaries do not own any property. The PRC subsidiaries lease two offices in China with an aggregate gross floor area of 323.87 square meters. The areas of the leased premises are based on the figures specified in the certificates of land use or the corresponding lease agreements. The following table shows information for the properties the PRC subsidiaries lease as of the date of this prospectus:

REGULATIONS

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

Regulations Relating to Visual Content Production Service

In November 2019, the General Office of the Communist Party of China Central Committee and the General Office of the State Council issued the Opinions on Strengthening the Protection of Intellectual Property, requiring that the government (i) adhere to the principles of strict protection, overall coordination, key breakthroughs, and equal protection; and (ii) constantly reform and improve the intellectual property protection system, and strengthen protection by comprehensive use of legal, administrative, economic, technological and social governance means, so as to promote the overall improvement of protection capacity and level; firmly establishing the idea that to protect intellectual property is to protect innovation.

The Copyright Law of the PRC (the “Copyright Law”) was adopted and promulgated at the 23rd Session of the Standing Committee of the 13th National People’s Congress of the PRC on November 11, 2020 and entered into force as of June 1, 2021.

As to the copyright protection, it introduced the punitive penalty and increased the maximum monetary penalty to RMB5 million (approximately $700,000), which will be determined by law enforcement institute as for the impact of such violation, to further strengthen the copyright protection. The recent revision of the Copyright Law expanded the scope of works, added the contents of copyright protection, and reinforced the penalty against the infringement. It will strengthen the protection of intellectual results from this perspective and boost the vibrant development of the cultural and entertainment industries.

The Copyright Law contains several revisions which deliver a significant impact on the cultural and entertainment industries. The Copyright Law revisions include subject, definition, and scope of works, and rights content of copyright. In particular, it has made major changes to both the definition and scope of works. In addition to the original enumeration method for the scope of works, it also stipulates the definition of works, thereby providing the foundation and basis for the protection of new forms of works, including introducing the audio-visual works, which though has not been clearly define, it stipulate to cover Film works, TV series works and other audio-visual works. According to the law, the copyright of film and TV series works in audiovisual works shall be entitled to the creators and the rights of modification of the copyright are only entitled to the creator. The digital content products of the PRC operating entities which are mainly developed through DCR Beijing.

Regulations on Production and Operation of Radio and Television Programs

On August 11, 1997, State Council promulgated the Administrative Regulations on Radio and Television, which became effective on September 1,1997, as revised on December 7, 2013, and further amended on March 1, 2017. The Administrative Regulations on Radio and Television apply to such activities as establishing radio and television stations, and collecting, editing, producing, broadcasting and transmitting radio and television programs within the territory of the PRC. The administrative department for radio and television of the State Council is responsible for radio and television administration throughout the country. The departments or agencies which are responsible for radio and television administration (hereinafter referred to as the administrative departments for radio and television) under the local governments at or above the county level shall be responsible for radio and television administration within their respective administrative regions. Radio and television programs shall be produced by radio or television stations or the units for the production and management of radio and television programs, which are established upon the approval of the administrative departments for radio and television under the governments at or above the provincial level. No radio and television broadcasting institutions shall broadcast broadcasting and television programs produced by units that did not obtain the permit for the radio and television program production and operation. Establishment of a television series production unit shall be subject to the approval of the administrative departments for radio and television under the State Council and a television series production license obtained before it may produce television series.

In accordance with the Administrative Provisions on the Production and Operation of Radio and Television Programs promulgated by the NRTA on July 19,2004, revised on August 28,2015 and October 31,2018, the NRTA is responsible for formulating the development plan, layout and structure of the national radio and television program production

industry, managing, guiding and supervising the production and operation activities of national radio and television programs. The administrative departments for radio and television under the local governments at or above the county level shall be responsible for managing the production and operation activities of radio and television programs within their respective administrative regions. Establishment of a radio and television programs production institution or entities that produce and operate radio and television programs must first obtain a Radio and Television Program Production and Operation Permit (the “Permit”), which is subject to the licensing system applied by the PRC government. So far, our operation mainly focus on the visual effects production, and usually, we are out-sourcing partner of those permit holder. According to our PRC legal counsel’s view, we are not required to hold the Permit.

Regulations Relating to Foreign Investment

On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which has come into effect on January 1, 2020 and has replaced the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations. The existing foreign-invested enterprises established prior to the effective of the Foreign Investment Law may keep their corporate forms, among other things, within five years after January 1, 2020. Pursuant to the Foreign Investment Law, “foreign investors” means natural person, enterprise, or other organization of a foreign country, “foreign-invested enterprises” (FIEs) means any enterprise established under PRC law that is wholly or partially invested by foreign investors and “foreign investment” means any foreign investor’s direct or indirect investment in mainland China, including: (i) establishing FIEs in mainland China either individually or jointly with other investors; (ii) obtaining stock shares, stock equity, property shares, other similar interests in Chinese domestic enterprises; (iii) investing in new projects in mainland China either individually or jointly with other investors; and (iv) making investment through other means provided by laws, administrative regulations, or State Council provisions.

The Foreign Investment Law stipulates that China implements the management system of pre-establishment national treatment plus a negative list to foreign investment and the government generally will not expropriate foreign investment, except under special circumstances, in which case it will provide fair and reasonable compensation to foreign investors. Foreign investors are barred from investing in prohibited industries on the negative list and must comply with the specified requirements when investing in restricted industries on that list. When a license is required to enter a certain industry, the foreign investor must apply for one, and the government must treat the application the same as one by a domestic enterprise, except where laws or regulations provide otherwise. In addition, foreign investors or FIEs are required to file information reports and foreign investment shall be subject to the national security review.

The Industry Guidelines on Encouraged Foreign Investment (Year 2022) approved by the State Council is hereby promulgated and shall be implemented with effect from 1 January 2023. China has introduced an Industry Guidelines on Encouraged Foreign Investment to encourage and allow foreign-invested enterprises to set up businesses in China. The scope of encouragement mainly includes Agriculture, forestry, husbandry, fishing, Mining, Manufacturing, Information transfer, software and technical services Chinese subsidiaries are principally engaged in the provision of investment and financing consulting and technical services, which fall into the category of “encouraged” or “allowed” under the directory.

According to the Foreign Investment Law, the State Council will publish or approve to publish the “negative list” for special administrative measures concerning foreign investment. The Foreign Investment Law grants national treatment to foreign-invested entities, or FIEs, except for those FIEs that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list.” The Foreign Investment Law provides that FIEs operating in foreign restricted or prohibited industries will require market entry clearance and other approvals from relevant PRC government authorities. If a foreign investor is found to invest in any prohibited industry in the “negative list,” such foreign investor may be required to, among other aspects, cease its investment activities, dispose of its equity interests or assets within a prescribed time limit and have its income confiscated. If the investment activity of a foreign investor is in breach of any special administrative measure for restrictive access provided for in the “negative list,” the relevant competent department shall order the foreign investor to make corrections and take necessary measures to meet the requirements of the special administrative measure for restrictive access. On June 30, 2019, MOFCOM and NDRC jointly issued the Negative List (Edition 2019). On June 23, 2020, MOFCOM and NDRC jointly issued the Special Administrative Measures for Access of Foreign Investment (Negative List), or the Negative List (Edition 2020), which replaced the Negative List (Edition 2019). The latest version of the Negative List (Edition 2021) was issued on December 27, 2021, which took effect on January 1, 2022 and superseded the previous lists.

Industry Catalog Relating to Foreign Investment

Investment activities in the PRC by foreign investors are subject to the Catalogue for the Guidance of Foreign Investment Industry, or the Catalogue, which was promulgated and is amended from time to time by the MOFCOM and the NDRC. The Foreign Investment Catalogue, which was promulgated jointly by MOFCOM and the NDRC, on June 28, 2017 and became effective on July 28, 2017, classifies industries into three categories with regard to foreign investment: (1) “encouraged,” (2) “restricted,” and (3) “prohibited.” The latter two categories are included in a negative list, which was first introduced into the Foreign Investment Catalog in 2017 and specified the restrictive measures for the entry of foreign investment.

On June 28, 2018, MOFCOM and NDRC jointly promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access, or the Negative List (Edition 2018), which replaced the negative list attached to the Foreign Investment Catalogue in 2017. On June 30, 2019, MOFCOM and NDRC jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access, or the Negative List (Edition 2019), which replaced the Negative List (Edition 2018), and the Catalogue of Industries for Encouraging Foreign Investment (Edition 2019), or the Encouraging Catalogue (Edition 2019), which replaced the encouraged list attached to the Foreign Investment Catalogue in 2017. On June 23, 2020, MOFCOM and NDRC jointly issued the Special Administrative Measures for Access of Foreign Investment (Negative List), or the Negative List (Edition 2020), which replaced the Negative List (Edition 2019). On December 27, 2021, the NDRC and the MOFCOM promulgated the latest Special Entry Management Measures (Negative List) for the Access of Foreign Investment (Edition 2021), or the Negative List (Edition 2021), which came into effect on January 1, 2022.

Pursuant to the Negative List (Edition 2021), any industry that is not listed in any of the restricted or prohibited categories is classified as a permitted industry for foreign investment. Establishment of wholly foreign-owned enterprises is generally allowed for industries outside of the Negative List. For the restricted industries within the Negative List, some are limited to equity or contractual joint ventures, while in some cases Chinese partners are required to hold the majority interests in such joint ventures. Industries not listed in the Negative List are generally open to foreign investment unless specifically restricted by other PRC regulations.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, or the SASAC, the State Administration of Taxation, or the SAT, the SAIC, the CSRC, and the State Administration of Foreign Exchange, or the SAFE jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle formed for the purpose of an overseas listing of securities in a PRC company obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles.

Our PRC subsidiaries are mainly engaged in providing virtual content production services. It is the opinion of our PRC counsel, Jingtian & Gongcheng, that as of the date of this prospectus, our PRC subsidiaries have obtained all permissions and approvals required to operate our business in compliance with the relevant laws and regulations in the PRC.

Company Law

Pursuant to the PRC Company Law, promulgated by the Standing Committee of the National People’s Congress (the “SCNPC”) on December 29, 1993, effective as of July 1, 1994, and as revised on December 25, 1999, August 28, 2004, October 27, 2005, December 28, 2013 October 26, 2018 and December 29, 2023, the establishment, operation and management of corporate entities in the PRC are governed by the PRC Company Law. The PRC Company Law defines two types of companies: limited liability companies and companies limited by shares.

Our PRC subsidiaries are limited liability company. Unless otherwise stipulated in the related laws on foreign investment, foreign invested companies are also required to comply with the provisions of the PRC Company Law.

Regulations Relating to Overseas Listings

In August 2006, six PRC regulatory authorities, including the China Securities Regulatory Commission, or the CSRC, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, amended in June 2009. The M&A Rules, among other things, require that if an overseas company

established or controlled by PRC companies or individuals, or PRC Citizens, intends to acquire equity interests or assets of any other PRC domestic company affiliated with the PRC Citizens, such acquisition must be submitted to the MOFCOM for approval. The M&A Rules also require that an Overseas SPV formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such Overseas SPV’s securities on an overseas stock exchange.

On December 24, 2021, the CSRC, together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations. Therefore, the proposed offering would be deemed an Indirect Overseas Issuance and Listing under the Draft Overseas Listing Regulations. As such, the Company would be required to complete the filing procedures of and submit the relevant information to CSRC after the Draft Overseas Listing Regulations become effective.

We believe that we will not be required to submit an application to the CSRC for the approval of the listing and trading of us on the Nasdaq. However, our PRC legal counsel has further advised us that there are substantial uncertainties as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering, and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules.

On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, announced the Circular on the Administrative Arrangements for Filing of Securities Offering and Listing by Domestic Companies, or the Circular, and released a set of new regulations which consists of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines. On the same date, the CSRC also released the Notice on the Arrangements for the Filing Management of Overseas Listing of Domestic Companies, or the Notice. The Trial Measures came into effect on March 31, 2023. The Trial Measures refine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRC filing-based administration. Requirements for filing entities, time points and procedures are specified. A PRC domestic company that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC per the requirements of the Trial Measures. Where a PRC domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, file with the CSRC. The Trial Measures also lay out requirements for the reporting of material events. Breaches of the Trial Measures, such as offering and listing securities overseas without fulfilling the filing procedures, shall bear legal liabilities, including a fine between RMB 1.0 million (approximately $150,000) and RMB 10.0 million (approximately $1.5 million), and the Trial Measures heighten the cost for offenders by enforcing accountability with administrative penalties and incorporating the compliance status of relevant market participants into the Securities Market Integrity Archives.

According to the Circular, since the date of effectiveness of the Trial Measures on March 31, 2023, PRC domestic enterprises falling within the scope of filing that have been listed overseas or met the following circumstances are “existing enterprises”: before the effectiveness of the Trial Measures on March 31, 2023, the application for indirect overseas issuance and listing has been approved by the overseas regulators or overseas stock exchanges (such as the registration statement has become effective on the U.S. market), it is not required to perform issuance and listing supervision procedures of the overseas regulators or overseas stock exchanges, and the overseas issuance and listing will be completed by September 30, 2023. Existing enterprises are not required to file with the CSRC immediately, and filings with the CSRC should be made as required if they involve refinancings and other filing matters. PRC domestic enterprises that have submitted valid applications for overseas issuance and listing but have not been approved by overseas regulatory authorities or overseas stock exchanges at the date of effectiveness of the Trial Measures on March 31, 2023 can reasonably arrange the timing of filing applications with the CSRC and shall complete the filing with the CSRC before the overseas issuance and listing. According to the Circular, we can reasonably arrange the

timing for submitting the filing application with the CSRC, and shall complete the filing with the CSRC in accordance with the Trial Measures before this offering. In sum, we are subject to the filing requirements of the CSRC for this offering under the Trial Measures.

We submitted the filing with the CSRC under the Trial Measures on October 22, 2024 as required by the Trial Measures and we received the feedback from the CSRC on January 16, 2025, which required us to further supplement this matter, including the establishment of our corporate structure and the content of our business. We have not yet received CSRC’s approval, as of the date of this prospectus. Any failure or perceived failure of us to fully comply with such new regulatory requirements could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, cause significant disruption to our business operations, and severely damage our reputation, which could materially and adversely affect our financial condition and results of operations and could cause the value of our securities to significantly decline or be worthless. See “Risk Factors — Risks Related to Doing Business in China — The approval, filing, or other procedures of the CSRC or other PRC regulatory authorities may be required in connection with this offering under PRC laws, regulations, and rules.” on page 23.

The Circular and Trial Measures, and any related implementing rules to be enacted may subject us to additional compliance requirements in the future. See “Risk Factors — Risks Related to Doing Business in China.”

Regulations on Intellectual Property Rights

Patents.    Patents in the PRC are principally protected under the Patent Law of the PRC. Patents in the PRC are classified into three categories, namely, inventions, utility models and designs. The protection period of a patent right is 10 years for utility models and designs and 20 years for inventions from the date of application.

Copyrights.    Copyright in the PRC, including copyrighted software, is principally protected under the Copyright Law of the PRC and related rules and regulations. Under the Copyright Law, the term of protection for copyrighted software for legal persons is 50 years and ends on December 31 of the 50th year from the date of first publishing of the software.

Trademarks.    The PRC Trademark Law has adopted a “first-to-file” principle with respect to trademark registration. Registered trademarks are protected under the Trademark Law of the PRC and related rules and regulations. Trademarks are registered with the Trademark Office of the SAIC. Where registration is sought for a trademark that is identical or similar to another trademark which has already been registered or given preliminary examination and approval for use in the same or similar category of commodities or services, the application for registration of such trademark may be rejected. The validity period of registered trademarks is 10 years from the date of approval of trademark application, and may be renewed for another 10 years provided relevant application procedures have been completed within 12 months before the end of the validity period.

Regulations Relating to Dividend Withholding Tax

Pursuant to the Enterprise Income Tax Law and its implementation rules, if a non-resident enterprise has not set up an organization or establishment in the PRC, or has set up an organization or establishment but the income derived has no actual connection with such organization or establishment, it will be subject to a withholding tax on its PRC-sourced income at a rate of 10%. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise is reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or Circular 81, a Hong Kong resident enterprise must meet the following conditions, among others, in order to enjoy the reduced withholding tax: (i) it must directly own the required percentage of equity interests and voting rights in the PRC resident enterprise; and (ii) it must have directly owned such percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. There are also other conditions for enjoying the reduced withholding tax rate according to other relevant tax rules and regulations. In October 2019, the State Administration of Taxation promulgated the Administrative Measures for Entitlement to Treaty Benefits for Non-resident Taxpayers, or Circular 35, which became effective on January 1, 2020. Circular 35 provides that entitlement to treaty benefits for non-resident taxpayers shall be handled by means of “self-judgment of eligibility, declaration of entitlement, and retention of relevant materials for future reference”. Where non-resident taxpayers judge by themselves that they meet the conditions for entitlement to treaty benefits, they may obtain such entitlement themselves at the time of making tax declarations, or at the time of making withholding declarations via withholding

agents. At the same time, they shall collect, gather and retain relevant materials for future reference in accordance with the provisions of these Measures, and shall accept the follow-up administration of tax authorities. Accordingly, DCR HK, our Hong Kong subsidiary, may be able to enjoy the 5% withholding tax rate for the dividends they receive from our PRC subsidiaries, respectively, if they satisfy the conditions prescribed under Circular 81 and other relevant tax rules and regulations. However, according to Circular 81 and Circular 35, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.

Regulations Relating to Foreign Exchange

Regulations on Foreign Currency Exchange

The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, most recently amended in August 2008. Under the PRC foreign exchange regulations, payments of current account items, such as profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. By contrast, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital account items, such as direct investments, repayment of foreign currency-denominated loans, repatriation of investments and investments in securities outside of China.

In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, which substantially amends and simplifies the current foreign exchange procedure. Pursuant to this circular, the opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds derived by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously. In addition, SAFE promulgated another circular in May 2013, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC must be conducted by way of registration and banks must process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. On February 28, 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Notice 13. After SAFE Notice 13 became effective on June 1, 2015, instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals may apply for such foreign exchange registrations from qualified banks. The qualified banks, under the supervision of SAFE, may directly review the applications and conduct the registration.

On March 30, 2015, SAFE promulgated Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide. Circular 19 came into force and replaced both previous Circular 142 and Circular 36 on June 1, 2015. On June 9, 2016, SAFE promulgated Circular 16 to further expand and strengthen such reform. Under Circular 19 and Circular 16, foreign-invested enterprises in the PRC are allowed to use their foreign exchange funds under capital accounts and RMB funds from exchange settlement for expenditure under current accounts within its business scope or expenditure under capital accounts permitted by laws and regulations, except that such funds shall not be used for (i) expenditure beyond the enterprise’s business scope or expenditure prohibited by laws and regulations; (ii) investments in securities or other investments than banks’ principal-secured products; (iii) granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) construction or purchase of real estate for purposes other than self-use (except for real estate enterprises).

Regulations on Foreign Exchange Registration of Overseas Investment by PRC Residents

SAFE issued SAFE Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, that became effective in July 2014, replacing the previous SAFE Circular 75. SAFE Circular 37 regulates foreign exchange matters in relation to the use of special purpose vehicles, or SPVs, by PRC residents or entities to seek offshore investment and financing or conduct round trip investment in China. Under SAFE Circular 37, a SPV refers to an offshore entity established

or controlled, directly or indirectly, by PRC residents or entities for the purpose of seeking offshore financing or making offshore investment, using legitimate onshore or offshore assets or interests, while “round trip investment” refers to direct investment in China by PRC residents or entities through SPVs, namely, establishing foreign-invested enterprises to obtain the ownership, control rights and management rights. SAFE Circular 37 provides that, before making contribution into an SPV, PRC residents or entities are required to complete foreign exchange registration with SAFE or its local branch. SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment in February 2015, which took effect on June 1, 2015. This notice has amended SAFE Circular 37 requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

PRC residents or entities who had contributed legitimate onshore or offshore interests or assets to SPVs but had not obtained registration as required before the implementation of the SAFE Circular 37 must register their ownership interests or control in the SPVs with qualified banks. An amendment to the registration is required if there is a material change with respect to the SPV registered, such as any change of basic information (including change of the PRC residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, and mergers or divisions. Failure to comply with the registration procedures set forth in SAFE Circular 37 and the subsequent notice, or making misrepresentation on or failure to disclose controllers of the foreign-invested enterprise that is established through round-trip investment, may result in restrictions being imposed on the foreign exchange activities of the relevant foreign-invested enterprise, including payment of dividends and other distributions, such as proceeds from any reduction in capital, share transfer or liquidation, to its offshore parent or affiliate, and the capital inflow from the offshore parent, and may also subject relevant PRC residents or entities to penalties under PRC foreign exchange administration regulations.

Regulations on Dividend Distribution

The principal laws and regulations regulating the distribution of dividends by FIEs in China include the PRC Company Law, as amended in 2004, 2005, 2013, and 2018, and the 2019 PRC Foreign Investment Law and its Implementation Rules. Under the current regulatory regime in China, FIEs in China may pay dividends only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. A PRC company is required to set aside as statutory reserve funds at least 10% of its after-tax profit, until the cumulative amount of such reserve funds reaches 50% of its registered capital, unless laws regarding foreign investment provide otherwise. A PRC company cannot distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. Wholly foreign-owned companies may, at their discretion, allocate a portion of their after-tax profits based on PRC accounting standards to staff welfare and bonus funds. These reserves are not distributable as cash dividends.

PRC Laws and Regulations on Wholly Foreign-owned Enterprises

The establishment, operation and management of corporate entities in China are governed by the PRC Company Law, which was promulgated by the SCNPC on December 29, 1993 and became effective on July 1, 1994. It was last amended on December 29, 2023 and the amendments became effective on July 1, 2024. Under the PRC Company Law, companies are generally classified into two categories, namely, limited liability companies and joint stock limited companies. The PRC Company Law also applies to limited liability companies and joint stock limited companies with foreign investors. Where there are otherwise different provisions in any law on foreign investment, such provisions shall prevail.

According to Foreign Investment Law and its implementation rules, the registration of foreign-invested enterprises shall be handled by the State Administration for Market Regulation, or the SAMR, or its authorized local counterparts. Where a foreign investor invests in an industry or field subject to licensing in accordance with laws, the relevant competent government department responsible for granting such license shall review the license application of the foreign investor in accordance with the same conditions and procedures applicable to PRC domestic investors unless it is stipulated otherwise by the laws and administrative regulations, and the competent government department shall not impose discriminatory requirements on the foreign investor in terms of licensing conditions, application materials, reviewing steps and deadlines, etc. However, the relevant competent government departments shall not grant the license or permit enterprise registration if the foreign investor intends to invest in the industries or fields as specified in the negative list without satisfying the relevant requirements. In the event that a foreign investor invests in a prohibited

field or industry as specified in the negative list, the relevant competent government department shall order the foreign investor to stop the investment activities, dispose of the shares or assets or take other necessary measures within a specified time limit, and restore to the status prior to the occurrence of the aforesaid investment, and the illegal gains, if any, shall be confiscated. If the investment activities of a foreign investor violate the special administration measures for access restrictions on foreign investments as stipulated in the negative list, the relevant competent government department shall order the investor to make corrections within the specified time limit and take necessary measures to meet the relevant requirements. If the foreign investor fails to make corrections within the specified time limit, the aforesaid provisions regarding the circumstance that a foreign investor invests in the prohibited field or industry shall apply.

Pursuant to the Foreign Investment Law and its Implementing Rules, and the Information Reporting Measures for Foreign Investment jointly promulgated by the Ministry of Commerce and the SAMR, which took effect on January 1, 2020, a foreign investment information reporting system shall be established and foreign investors or foreign-invested enterprises shall report investment information to competent commerce departments of the government through the enterprise registration system and the enterprise credit information publicity system, and the administration for market regulation shall forward the above investment information to the competent commerce departments in a timely manner. In addition, the Ministry of Commerce shall set up a foreign investment information reporting system to receive and handle the investment information and inter-departmentally shared information forwarded by the administration for market regulation in a timely manner. The foreign investors or foreign-invested enterprises shall report the investment information by submitting reports including initial reports, change reports, deregistration reports and annual reports.

According to the above regulations, a Foreign-invested Enterprise should report investment information to competent commerce departments of the government through the enterprise registration system and the enterprise credit information publicity system, and the administration for market regulation shall forward the above investment information to the competent commerce departments in a timely manner. DCR WFOE is a Foreign-invested Enterprise since established, and has reported investment information to competent commerce departments of the government through the enterprise registration system. Its establishment and operation are in compliance with the above-mentioned laws. DCR Beijing is a PRC domestic company, and it is not subject to the record-filling or examination applicable to Foreign-invested Enterprises.

Regulations Relating to Employment

The PRC Labor Law and the Labor Contract Law require that employers must execute written employment contracts with full-time employees. If an employer fails to enter into a written employment contract with an employee within one year from the date on which the employment relationship is established, the employer must rectify the situation by entering into a written employment contract with the employee and pay the employee twice the employee’s salary for the period from the day following the lapse of one month from the date of establishment of the employment relationship to the day prior to the execution of the written employment contract. All employers must compensate their employees with wages equal to at least the local minimum wage standards. Violations of the PRC Labor Law and the Labor Contract Law may result in the imposition of fines and other administrative sanctions, and serious violations may result in criminal liabilities.

Enterprises in China are required by PRC laws and regulations to participate in certain employee benefit plans, including social insurance funds, namely a pension plan, a medical insurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident fund, and contribute to the plans or funds in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees as specified by the local government from time to time at locations where they operate their businesses or where they are located. Failure to make adequate contributions to various employee benefit plans may be subject to fines and other administrative sanctions.

According to the Social Insurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October 28, 2010 and December 29, 2018 and became effective on December 29, 2018, without force majeure reasons, employers must not suspend or reduce their payment of social insurance for employees, otherwise, competent government authorities will have the power to enforce employers to pay up social insurance within a prescribed time limit, and a fine of 0.05% of the unpaid social insurance will be charged on the part of the employers per day commencing from the first day of default. Provided that the employers still fail to make the payment within the prescribed time limit, a fine of over one time and up to three times of the unpaid sum of social insurance will be charged.

MANAGEMENT

The following individuals are members of our Board and/or executive management.

____________

(1)      Member of the Audit Committee

(2)      Member of the Compensation Committee

(3)      Member of the Nominating Committee

*        The individual shall be appointed and consents to be in such position effective immediately prior to the effectiveness of the registration statement of which this prospectus forms a part.

Mr. Jianru Yang has served as our Director and Chief Executive Officer since May 2024, and our Chairman of the Board of Directors since October 10, 2024. Mr. Yang has served as the Chairman of DCR Beijing since December 2021. Mr. Yang has over 8 years of experience in business management and E&M industries. From May 2018 to November 2021, he held the position of Business Director at Global Mofy (Beijing) Technology Co., Ltd. From July 2016 to April 2018, Mr. Yang served as a Business Officer at Beijing Shixing Universe Cultural Media Co., Ltd. Mr. Yang graduated from Jiangnan Vocational College of Media Arts from September 2013 to June 2016 and is currently studying at Communication University of China since 2023.

Ms. Yang Li has served as our Director and Chief Financial Officer since May 2024. Ms. Li has served as the Chief Financial Officer of DCR Beijing since March 2024. Ms. Li has over 9 years of experience in finance and accounting. From January 2023 to February 2024, Ms. Li held the position of Financial Manager at Beijing Liubai Education Consulting Co., Ltd. From June 2018 to December 2022, she served as the General Ledger Accountant at Beijing Huaiqianshu Information Technology Co., Ltd. From October 2015 to May 2018, Ms. Li worked as an Accountant at Shenzhen Grandland Group Co., Ltd. Ms. Li received her bachelor’s degree in accounting from Hebei Normal University in 2015.

Mr. Changpeng Li will serve as our independent director and chair of audit committee immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. He is currently the Partner at Suzhou ZiYao Private Equity Firm that manages several funds with an asset under management over RMB1 billion. He is mainly responsible for due diligence, valuation analysis, post-investment management of portfolio companies and has abundant experiences in corporate financial reporting, financial and valuation analysis and internal control oversight. Mr. Li started his professional career with RSM China CPAs LLP working as project manager to lead auditing teams to perform assurance and internal control audit services to a number of clients including IPOs and M&A transactions. He worked for RSM China CPAs LLP till January 2016 and afterwards joined Suzhou ZiYao Private Equity Firm to pursue his professional career. Mr. Li graduated from Dongbei University in 2011 obtaining his bachelor’s degree in accounting.

Mr. Yang Lin will serve as our independent director and chair of the compensation committee immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. He is currently a Senior Operations Manager at Xiaomi Corporation, where he has been responsible for overseeing the company’s operational strategies, optimizing internal processes, and managing performance metrics to drive business growth since July 2020. From November 2016 to September 2019, Mr. Lin served as the Operations Director at Beijing Agibi Technology Co., Ltd., where he led operational initiatives and played a key role in the design and implementation of compensation structures and employee incentive programs to support the company’s growth. His responsibilities included strategic planning, process optimization, and performance management. Mr. Lin graduated from the Communication University of China in 2022, earning a bachelor’s degree in business administration.

Ms. Mengge Weng will serve as our independent director and chair of the nominating committee immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. She is currently a Project Manager at Beijing Renhe Chuangjian Information Technology Co., Ltd., a position she has held since September 2020, where she is responsible for managing key projects and overseeing cross-functional teams to ensure successful

project delivery. From August 2015 to August 2020, Ms. Weng worked as an HR Business Partner (HRBP) at Agora (Shanghai Shengguang Network Technology Co., Ltd.), where she played a key role in talent management, employee development, and organizational strategy. Ms. Weng graduated with a bachelor’s degree in International Economics and Trade from Taiyuan University of Technology, Modern Science and Technology College, in 2013.

Family Relationships

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

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Terms of Directors and Executive Officers

An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the director, if any; but no such term shall be implied in the absence of express provision. Shareholders may remove and appoint directors at any time by ordinary resolution and directors may remove and appoint directors by director resolutions. All of our executive officers are appointed by and serve at the discretion of our board of directors.

However, as a Cayman Islands exempted company, we are not required to hold any annual general meetings and, under our articles of association, shareholders are not able to requisition a meeting unless the requisitionists, between them, hold at least one-tenth of issued Class B Ordinary Shares. As a result, shareholders who hold less than one-tenth of issued Class B Ordinary Shares may not have opportunity to vote on directors if no general meetings are convened by the board of directors.

Board of Directors

Our board of directors will consist of five directors upon closing of this offering, three of whom shall be “independent” within the meaning of the corporate governance standards of Nasdaq. A director is not required to hold any shares in our company to qualify to serve as a director. Subject to the rules of the relevant stock exchange and disqualification by the chairman of the board of directors, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is materially interested. A director may exercise all the powers of the company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of the company or of any third party. There are no directors’ service contracts with the Company or its subsidiaries providing for benefits upon termination of employment.

Committees of the Board of Directors

Prior to the declaration of effectiveness of the registration statement of which this prospectus forms a part, we intend to establish an audit committee, a compensation committee and a nominating committee under the board of directors. We intend to adopt a charter for each of the three committees prior to the completion of this offering. Each committee’s members and functions are described below.

Audit Committee.    Our audit committee will consist of Changpeng Li, Yang Lin and Mengge Weng and will be chaired by Changpeng Li. We have determined that these three individuals satisfy the “independence” requirements of Nasdaq Rule 5605 and Rule 10A-3 under the Securities Exchange Act of 1934. We have determined that Changpeng Li qualifies as an “audit committee financial expert.” The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

•        selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm;

•        reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

•        reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;

•        discussing the annual audited financial statements with management and the independent registered public accounting firm;

•        reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;

•        annually reviewing and reassessing the adequacy of our audit committee charter;

•        meeting separately and periodically with management and the independent registered public accounting firm; and

•        reporting regularly to the board of directors.

Compensation Committee.    Our compensation committee will consist of Changpeng Li, Yang Lin and Mengge Weng, and will be chaired by Yang Lin. We have determined that these three individuals satisfy the “independence” requirements of Nasdaq Rule 5605 and Rule 10A-3 under the Securities Exchange Act of 1934. The compensation committee will assist the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon. The compensation committee will be responsible for, among other things:

•        reviewing the total compensation package for our executive officers and making recommendations to the board of directors;

•        reviewing the compensation of our non-employee directors and making recommendations to the board of directors with respect to it; and

•        periodically reviewing and approving any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.

Nominating Committee.    Our nominating committee will consist of Changpeng Li, Yang Lin and Mengge Weng, and will be chaired by Mengge Weng. We have determined that these three individuals satisfy the “independence” requirements of Nasdaq Rule 5605 and Rule 10A-3 under the Securities Exchange Act of 1934. The nominating committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board of directors and its committees. The nominating committee will be responsible for, among other things:

•        recommending nominees to the board of directors for election or re-election to the board of directors, or for appointment to fill any vacancy on the board of directors;

•        reviewing annually with the board of directors the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us;

•        selecting and recommending to the board of directors the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating committee itself; and

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

Duties of Directors

Under Cayman Islands law, all of our directors owe three types of duties to us: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Cayman Islands Companies Act imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties: (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person

carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our articles of association, as amended and restated from time to time. We have the right to seek damages if a duty owed by any of our directors is breached.

Code of Business Conduct and Ethics

We currently do not have a code of business conduct and ethics applicable to our directors, officers and employees; however, we intend to adopt one in the near future in connection with our application to list on The Nasdaq Capital Market.

Foreign Private Issuer Exemption

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

•        we are not required to provide as many Exchange Act reports, or as frequently, as a U.S. domestic public company;

•        for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

•        we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

•        we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

•        we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and

•        we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer. Nasdaq listing rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements, or we may choose to comply with the above requirement within one year of listing. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease as a result. In addition, Nasdaq listing rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We, as a foreign private issuer, are not subject to these requirements. However, we intend to meet this Nasdaq standard that our committees will consist entirely of independent directors. Per Nasdaq listing rules, shareholder approval is required for domestic companies, prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings. We voluntarily comply with the requirements of the rules and will seek shareholder approval under all situations stated above.

Controlled Company Exception

We may also be eligible to utilize the controlled company exemptions under the Nasdaq corporate governance rules. We will be a “controlled company” within the meaning of Nasdaq rules. Upon the completion of this offering, our Controlling Shareholder, Fortune Sage Investment Advisors Limited, which in turn is owned 100% by Mr. Jianru Yang (our Chief Executive Officer, Director, and Chairman of the Board), will beneficially own 40.71% of our total issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, representing 93.21% of the total voting power, assuming that the underwriters do not exercise their over-allotment option, or 40.43% of our total issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, representing 93.14% of the total voting power, assuming that the over-allotment option is exercised in full. Under the Nasdaq rules, a company of which more than 50% of the voting power with respect to the election of directors is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with certain stock exchange rules regarding corporate governance, including the following requirements:

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

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

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

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

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Class A Ordinary Shares and Class B Ordinary Shares as of the date of this prospectus, and as adjusted to reflect the sale of the Class A Ordinary Shares offered in this offering for

•        each of our directors and executive officers; and

•        each person known to us to own beneficially more than 5% of our Class A Ordinary Shares or Class B Ordinary Shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A Ordinary Shares and Class B Ordinary Shares shown as beneficially owned by them. In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to 20 votes per one Class B Ordinary Share. Percentage of beneficial ownership of each listed person prior to this offering is based on (i) 22,900,000 Class A Ordinary Shares issued and outstanding and 17,100,000 Class B Ordinary Shares as of the date of this prospectus immediately prior to the effectiveness of the registration statement of which this prospectus is a part and (ii) Class A Ordinary Shares and Class B Ordinary Shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus. Percentage of beneficial ownership of each listed person after this offering includes (i) Class A Ordinary Shares and Class B Ordinary Shares outstanding immediately after the completion of this offering and (ii) Class A Ordinary Shares and Class B Ordinary Shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus, but excludes any shares issuable upon the exercise of the over-allotment option.

As of the date of the prospectus, we have 9 shareholders of record, none of which are located in the United States.