As filed with the U.S. Securities and Exchange Commission on June 12, 2026.

Registration No. 333-[     ]

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

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

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

Unit 5, 6/F Island Place Tower

510 King’s Rd

Hong Kong SAR
+852-6368-9924
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

COGENCY GLOBAL INC.

122 East 42^nd Street, 18^th Floor

New York, NY10168

+1-800-221-0102

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

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

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

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

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

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

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

Emerging growth company. ☒

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

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

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

Tino Group Limited

[    ] Class A Ordinary Shares

This is the initial public offering of the class A ordinary shares of par value of US$0.0001 each of Tino Group Limited (the “Class A Ordinary Shares”). Prior to this Offering, there has been no public market for our Class A Ordinary Shares. It is currently estimated that the initial public offering price per share will be between US$[   ] and US$[   ]. We intend to list our Class A Ordinary Shares on the [NYSE American LLC (“NYSE American”)/Nasdaq Capital Market (“Nasdaq”)] under the symbol “[    ].” The closing of this Offering is conditioned upon [NYSE American’s/Nasdaq’s] final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on [NYSE American/Nasdaq].

Immediately after this Offering, assuming an offering size as set forth above, Mr. Qin Chen will, through his wholly owned entity A2Z Assets Limited, beneficially own 20,080,400 class B ordinary shares, par value US$0.0001 per share (the “Class B Ordinary Shares”), representing [   ]% of the aggregate voting power of our total issued and outstanding share capital. As a result, we expect to be a “controlled company” within the meaning of rules of [NYSE American Company Guide/Nasdaq Capital Market rules (“Nasdaq Listing Rules”)]. See section titled “Prospectus Summary — Implications of Being a Controlled Company”.

We have a dual class share structure. Our share capital is divided into Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of our Company, and each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of our Company. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. See “Description of Share Capital  — Our Post-Offering Memorandum and Articles of Association — Ordinary Shares” for more details regarding our Class A Ordinary Shares and Class B Ordinary Shares.

As of the date of this prospectus, 5,040,000 Class A Ordinary Shares and 22,960,000 Class B Ordinary Shares were issued and outstanding. We will issue [   ]Class A Ordinary Shares in this Offering. Subsequent to the Offering, [   ]Class A Ordinary Shares and 20,080,400 Class B Ordinary Shares will be issued and outstanding. Mr. Qin Chen, who beneficially owns 20,080,400 Class B Ordinary Shares, will have the ability to determine the outcome of all matters requiring shareholder approval after the Offering.

There is no restriction for potential future issuances of Class B Ordinary Shares. If such occurred, shareholding of holders of Class A Ordinary Shares will be diluted. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a shareholder to any person who is not the designated person or an affiliate of the designated person, or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any person who is not the designated person or an affiliate of the designated person, such Class B Ordinary Share shall be automatically and immediately converted into the same number of Class A Ordinary Share.

Investing in the Class A Ordinary Shares involves a high degree of risk. See section titled “Risk Factors” beginning on page 15 of this prospectus.

We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See section titled “Prospectus Summary — Implications of Being an “Emerging Growth Company” and “Foreign Private Issuer” for additional information.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We do not have any operations in mainland China and currently do not have or intend to have any operating subsidiary established in mainland China or any contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity in mainland China, but because all of our operations are conducted in Hong Kong through our wholly-owned Operating Subsidiary, and Hong Kong is a Special Administrative Region of China, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares.

In the event that the PRC regulatory authorities disallow our business structure, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. See “Risk Factors — If the Chinese government chooses to extend oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.” for further details.

We may be subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations. We are also subject to the risks of uncertainty about any future actions of the Chinese government or authorities in Hong Kong in this regard. Should the Chinese government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations. Such governmental actions:

Our Operating Subsidiary’s operations are conducted in Hong Kong, which is a part of the PRC. We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations across all of mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding its efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our Hong Kong Operating Subsidiary’s daily business operations, their ability to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other foreign exchange. These actions could result in a material change in our operations and/or to the value of our Class A Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors. See “Risk Factors — Our Operating Subsidiary’s operations are conducted in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may influence such operations at any time, which could result in a material change in the operations of our Operating Subsidiary and/or the value of our Class A Ordinary Shares. The PRC government may also impose restrictions on our ability to transfer money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also occur quickly and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. There are uncertainties regarding the enforcement of PRC laws, and rules and regulations in China can change quickly with little advance notice. The Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities we are registering for sale.” for further information.

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

On December 24, 2021, the China Securities Regulatory Commission (the “CSRC”) released the Draft Administrative Provisions and the Draft Filing Measures, both of which had a comment period that expired on January 23, 2022. The Draft Administrative Provisions and Draft Filing Measures regulate the administrative system, record-filing management, and other related rules in respect of the direct or indirect overseas issuance of listed and traded securities by “domestic enterprises”. The Draft Administrative Provisions specify that the CSRC has regulatory authority over the “overseas securities offering and listing by domestic enterprises”, and requires “domestic enterprises” to complete filing procedures with the CSRC if they wish to list overseas. On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC; any failure to comply with such filing procedures may result in administrative penalties, such as an order to rectify, warnings, and fines. On April 2, 2022, the CSRC published the Draft Archives Rules, for public comment. These rules state that in the overseas listing activities of domestic companies, domestic companies, as well as securities companies and securities service institutions providing relevant securities services thereof, should establish a sound system of confidentiality and archival work, shall not disclose state secrets, or harm the state and public interests.

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

The management understands that as of the date of this prospectus, the Group has no operations in mainland China and is not required to complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures. While the Group has no current operations in mainland China, should we have any future operations in mainland China and should we (i) fail to receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may also impose fines and penalties on our potential operations in mainland China, as well as limit our ability to pay dividends outside of mainland China, limit our operations in mainland China, delay or restrict the repatriation of the proceeds from this Offering into mainland China or take other actions that could have a material adverse effect on our business as well as the trading price of our Class A Ordinary Shares.

We may be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this Offering before settlement and delivery of our Class A Ordinary Shares. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this Offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any action taken by the PRC government could significantly limit or completely hinder our operations in the PRC and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Furthermore, on July 10, 2021, the Cyberspace Administration of China (the “CAC”) issued a revised draft of the Measures for Cybersecurity Review for public comment, which required that, among others, in addition to any “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. Given the recency of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. It remains unclear whether a Hong Kong company which collects personal information from PRC individuals shall be subject to the Revised Review Measures. We do not currently expect the Revised Review Measures to have an impact on our business, our operations or this Offering as we do not believe that our Operating Subsidiary would be deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that would be required to file for cybersecurity review before listing in the U.S. If the Revised Review Measures are adopted into law in the future and if our Operating Subsidiary is deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, our operation and the listing of our Class A Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review.

We have been advised by Li & Partners, our Hong Kong counsel, that based on their understanding of the current Hong Kong laws, as of the date of this prospectus, our Company and our Operating Subsidiary, are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the U.S. and issuing our Class A Ordinary Shares to foreign investors. No such permissions or approvals have been applied for by our Company and/or its subsidiaries or denied by any relevant authorities. Our Operating Subsidiary’s operations are conducted in Hong Kong, which is a part of the PRC. As of the date of this prospectus, our Operating Subsidiary received all requisite permissions or approvals from the Hong Kong authorities to operate their businesses in Hong Kong, namely business registration certificate. However, we have been advised by Li & Partners that uncertainties still exist, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future.

Based on management’s internal assessment that our Company and our Operating Subsidiary currently have no operations in mainland China, management understands that as of the date of this prospectus, our Company is not required to obtain any permissions or approvals from mainland Chinese authorities before listing in the U.S. and to issue our Class A Ordinary Shares to foreign investors, including the CAC or the CSRC. We also understand that our Operating Subsidiary is not required to obtain any permissions or approvals from any mainland Chinese authorities to operate their businesses as of the date of this prospectus. No permissions or approvals have been applied for by our Company or denied by any relevant authority. However, uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future.

As of the date of this prospectus, Hong Kong does not have similar regulations as of the PRC to extend oversight and control over offerings that are conducted overseas. Hong Kong does not have similar regulation as of the Trial Measures and the Guidance Rules and Notice, and Measures for Cybersecurity Review of the PRC. Additionally, the legal and operational risks associated in mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to a company such as our Operating Subsidiary and our Company, given the substantial operations of our Operating Subsidiary in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. In the event we or our Operating Subsidiary were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating Subsidiary might be subject to fines, experienced evaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC or if applicable laws, regulations or interpretations change and we are required to obtain such permissions or approvals, (ii) we inadvertently conclude that relevant permissions or approvals were not required or (iii) we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of our securities to significantly decline or be worthless.

We also may face risks relating to the lack of Public Company Accounting Oversight Board (the “PCAOB”) inspection on our auditor, which may cause our securities to be delisted from a U.S. stock exchange or prohibited from being traded over-the-counter in the future under the Holding Foreign Companies Accountable Act, or the HFCAA, if the U.S. Securities and Exchange Commission (the “SEC”) determines that we have filed annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely for three consecutive years beginning in 2021. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by the then President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act 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 before our Class A Ordinary Shares may be prohibited from trading or delisted. The delisting or the cessation of trading of our Class A Ordinary Shares, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment. 

On December 16, 2021, the PCAOB issued a determination report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the PRC; and (2) Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those jurisdictions, which determinations were vacated on December 15, 2022. Our current auditor, OneStop Assurance PAC, is not headquartered in mainland China or Hong Kong and was not identified by the PCAOB in its report on December 16, 2021 as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022.

On August 26, 2022, the PCAOB signed a Statement of Protocol, or SOP, Agreement with the CSRC and China’s Ministry of Finance. The SOP, together with two protocol agreements governing inspections and investigation, establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB announced 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 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 uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in the second half of 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. If the PCAOB in the future again determines it is unable to inspect and investigate completely auditors in mainland China and Hong Kong, then the companies audited by those auditors would be subject to a trading prohibition on U.S. markets pursuant to the HFCAA.

If the PCAOB in the future again determines it is unable to inspect and investigate completely auditors in mainland China and Hong Kong, then the lack of access to the PCAOB inspection in China would prevent the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, investors could be deprived of the benefits of such PCAOB inspections, if the PCAOB again determines it is unable to inspect and investigate completely auditors in mainland China and Hong Kong. The inability of the PCAOB to conduct inspections of auditors in China would make it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures, which could cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements. Although our auditor was not identified by the PCAOB in its report as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022, should the PCAOB be unable to fully conduct inspection of our auditor’s work papers in China, this could adversely affect us and our securities for the reasons noted above.

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the U.S. and a firm registered with the PCAOB, is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Our auditor is headquartered in Singapore, and has been inspected by the PCAOB on a regular basis with the last inspection in 2023. However, the recent developments would add uncertainties to our Offering and we cannot assure you whether [NYSE American/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.

Our Company is a holding company with no operations of its own. We conduct our operation in Hong Kong through our Operating Subsidiary, Tino Global Limited. Our Company relies on dividends or payments to be paid by our Operating Subsidiary to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S. investors, to service any debt we may incur and to pay our operating expenses.

Our Company is permitted under the laws of the Cayman Islands to provide funding to our Operating Subsidiary in Hong Kong through loans and/or capital contributions without restrictions on the amount of the funds. Tino Global Limited is also permitted under the laws of Hong Kong to provide funding to our Company, through dividend distributions or payments, without restrictions on the amount of the funds. There are no restrictions or limitation on our ability to distribute earnings by dividends from our subsidiaries, to our Company and our shareholders and U.S. investors, provided that the entity remains solvent after such distribution. Subject to the Companies Act and post-offering memorandum and articles of association, the directors may from time to time declare dividends and other distributions on shares in issue and authorize payment of the same out of the funds of the Company lawfully available therefor if they are satisfied, on reasonable grounds, that immediately following such distribution, our Company will be able to pay our debts as they become due in the ordinary course of business. According to the Companies Ordinance of Hong Kong (Chapter 622 of the Laws of Hong Kong), a Hong Kong company may only make a distribution out of profits available for distribution. We have not adopted or maintained any cash management policies and procedures as of the date of this prospectus. There is no further Cayman Islands or Hong Kong statutory restriction on the amount of funds which may be distributed by us by dividend. Under the current practice of the Inland Revenue Department of Hong Kong, no withholding tax is payable in Hong Kong in respect of dividends paid by our Hong Kong subsidiaries to us.

Our Company is an exempted company incorporated under the laws of the Cayman Islands, and our Operating Subsidiary is a Hong Kong company. There are no restrictions on foreign exchange and there are no limitations on the abilities of our Company to transfer cash to or from our Operating Subsidiary, or to investors under Hong Kong law. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor there is any restriction on foreign exchange to transfer cash between our Company and its subsidiaries, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings from our business and subsidiaries to our Company and U.S. investors and amounts owed. Since the only transfer of cash among our Company and our Operating Subsidiary were in the form of dividends and there are no limitations on the abilities of our Company to transfer cash to or from its subsidiaries or to investors under Hong Kong law, our Company has not established cash management policies that dictate how funds are transferred.

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

This Offering is being conducted on a firm commitment basis. The underwriter is obligated to take and pay for all of the Class A Ordinary Shares if any such shares are taken. We have granted the underwriter an option for a period of forty-five (45) days after the closing of this Offering to purchase up to 15% of the total number of our Class A Ordinary Shares to be offered by us pursuant to this Offering (excluding shares subject to this option), solely for the purpose of covering over-allotments, at the initial public offering price less the underwriting discounts and commissions. If we complete this Offering, net proceeds will be delivered to us on the closing date.

The underwriter expects to deliver the Class A Ordinary Shares to purchasers against payment on [   ], 2026.

The date of this prospectus is [   ], 2026

TABLE OF CONTENTS

The definitions of certain capitalized terms used in this prospectus can be found in the section titled “Prospectus Summary — Conventions Which Apply to this Prospectus” beginning on page 12 of this prospectus.

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

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

RISK FACTORS

An investment in our Class A Ordinary Shares involves various risks. Prospective investors should carefully consider and evaluate each of the following considerations and all other information set forth in this prospectus before deciding to invest in our Class A Ordinary Shares. The following section describes the significant risks that could directly or indirectly affect us and the value or trading price of our Class A Ordinary Shares. The risk factors that are material to investors in making an informed judgment have been set out below. If any of the following considerations and uncertainties develops into actual events, our business, financial condition, results of operations and prospects could be materially and adversely affected. In such cases, the trading price of our Class A Ordinary Shares could decline and investors may lose all or part of their investment in our Shares. Prospective investors are advised to apprise themselves of all factors involving the risks of investing in our Class A Ordinary Shares from their professional advisers before making any decision to invest in our Class A Ordinary Shares.

This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks and uncertainties faced by us described below and elsewhere in this prospectus. See section titled “Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

As our historical financial and operating results are not indicative of future performance and our financial and operating results may fluctuate, it will be difficult for you to evaluate our current business performance and future prospects and may increase the risks associated with your investment.

Our Operating Subsidiary was incorporated in Hong Kong in 2008 and pivoted to promoting immigration programs in Asia in 2013. Our revenue increased by approximately HK$0.26 million or 1.09%, from approximately HK$23.69 million for the fiscal year ended August 31, 2024 to approximately HK$23.94 million (US$3.07 million) for the fiscal year ended August 31, 2025. However, our historical results of operations and financial performance may not be indicative of our future performance. The results of operations may vary from period to period in response to a variety of factors beyond control, including general economic conditions, regulatory actions, changes in customer spending and preferences, as well as non-recurring charges incurred in connection with extraordinary transactions. We cannot assure you that we can maintain the same revenue growth rate in the future, and neither can we guarantee that our business expansion will be as successful as expected or that we can achieve profitability in the future. We cannot assure you that we have fully factored in the risks and uncertainties that we may face in the future, and if we fail to do so, our business, financial condition, and results of operations could be adversely affected. You should consider our prospects and future profitability in light of the risks, uncertainties, and difficulties encountered by a company in the immigration services industry. Such risks and uncertainties may affect our ability to develop and maintain our services for our customers and business partners and to compete with our competitors.

Failure to attract new customers and/or retain existing customers could adversely affect our business, financial condition and results of operations.

For our immigration consulting services, we do not sign long-term agreements with our individual clients. Each engagement is structured around a definitive immigration objective, such as obtaining visa or residency. Our services continue until the process reaches its conclusive outcome—whether successful or not—making the engagement a single, self-contained project. Given the personalized and procedural nature of this process, clients generally do not hire multiple consultants simultaneously, nor do they typically disengage on their own partway through. They remain with us until a final decision is rendered on their application. For our institutional clients, we generally sign a long-term collaboration agreement but earn commission upon each successful referral. As such, our revenue is typically derived through one-off engagements. Accordingly, the amount of services and the amount of revenue we are able to derive therefrom may fluctuate significantly from period to period, and it may be difficult to forecast the volume of our future business.

We believe that our ability to attract new customers or retain our existing customers on terms favorable to us is crucial for us to increase our revenue. As a strategy to reach out to more customers, we primarily rely on our business relationships with and recommendations from our existing customers, some of which are high-net-worth individuals, and partner institutions. We also host promotion events by collaborating with financial institutions. However, we cannot assure you that our existing customers would recommend our services to their peers who may be their competitors or our hosted events would generate interest among the audience. If our marketing strategies turn out to be less effective than we expect, we may not be able to maintain our existing level of revenue or profitability. On the other hand, if our competitors introduce lower-cost and/or differentiated services that are perceived to compete favorably with ours, our ability to attract new customers and upsell existing customers based on pricing and services quality could be impaired. As a result, we may face early termination from existing customers, encounter difficulties in attracting new customers or be unable to develop new business from existing customers. In particular, the loss of any key customers or the termination of our services by existing customers could materially adversely affect our business, financial condition, and results of operations.

If we fail to expand the scope and capabilities of our services or effectively respond to the rapidly evolving immigration services industry in Asia, our business, financial condition, results of operations and growth prospects could be materially and adversely affected.

The growth of our business is mainly dependent on our ability to adjust, enhance our immigration consulting services. To remain competitive, we need to constantly modify and enhance our services to adapt to changes in the immigration services industry, including shifts in regulatory requirements, fluctuations in customer demand, evolving industry trends, and emerging technologies. A delay or inability to adapt our services to changes may result in us failing to maintain our competitive advantages. This could lead to customer dissatisfaction and harm our reputation, which could in turn materially and adversely affect our prospects, business, financial condition and results of operations.

Our business is highly susceptible to changes in immigration regulations and policies, which could adversely affect our business, financial condition and results of operations.

Our immigration promotion and consulting services are inherently subject to legal and regulatory risks, especially in key destination countries. Our services largely depend on the prevailing immigration policies and regulations in key destination countries. Regulatory changes, such as adjustments to investment thresholds, eligibility criteria, or visa quotas, may occur, directly affecting the availability of immigration programs and the eligibility of application candidates. For example, effective January 21, 2026, the U.S. Department of State paused all visa issuances to immigrant visa applicants who are nationals of 75 different nations, including several countries in Asia, such as Thailand, Nepal and Cambodia. This policy will not materially and adversely affect our current business operations, as most of our customers are not nationals of the affected countries. However, any additional actions by the United States or other destination countries, may materially reduce the number of clients eligible to apply for immigration programs we support, disrupt our existing service offerings, and adversely affect our revenue and growth prospects.

Regulatory shifts may disrupt our existing service offerings, require us to rapidly adjust our business, and lead to increased compliance and operational costs. This dynamic regulatory environment may also necessitate resource reallocation, service redesign, and additional staff training, which could result in temporary or prolonged interruptions to our services. Moreover, any delay or failure to promptly adapt to new policies and regulatory changes could materially and adversely affect our business operations, financial condition, and growth prospects.

Certain macroeconomic factors, which are beyond our control, may adversely affect business and our results of operations.

Our business operations hinge on a number of general economic factors, which are beyond our control. Global economic instability, including recessions or financial crises, poses a substantial risk as it may lead to reduced asset values of potential applicants for immigration. During periods of economic uncertainty, individuals are generally more cautious with discretionary investments, which could affect their ability and willingness to pursue investment-based immigration opportunities. This may result in delays or cancellations of immigration planning, leading to a reduced demand for immigration promotion and consulting services. Economic instability and downturn can also influence government policies in destination countries, potentially resulting in tighter immigration controls or changes to investment requirements. Additionally, unpredictable shifts in the global economic environment may require us to reevaluate our service offerings, pricing strategies, and geographic focus, which could entail additional costs and resource allocation. As a result, any significant or prolonged changes in macroeconomic conditions could materially and adversely affect our business operations, financial condition, and future prospects.

Our immigration promotion and consulting services are subject to risks related to government processing and approval.

We not only promote immigration programs for institutions, but also directly provide immigration consulting services to our clients. The outcome of the immigration applications submitted by our clients or individuals referred by us to partner institutions, however, significantly relies on the decisions and processing timelines of government immigration authorities, such as USCIS or IRCC. Delays in application processing, unexpected changes in adjudication standards, or fluctuations in approval rates for specific immigration programs can significantly affect client outcomes and satisfaction, leading to cancellations or reputational risks. Since these governmental functions are entirely outside our control, our ability to influence the speed or outcome of client applications is limited. Our primary mitigation strategies are to manage client expectations and provide timely updates; however, any prolonged delays or adverse regulatory changes could materially and adversely affect our operations, business reputation, and future prospects.

Certain immigration programs promoted by us may expose applicants referred by us to the risk of investment loss, which could, in turn, negatively impact our reputation.

For certain residency or citizenship programs that require investments in assets such as funds, real estate, or government bonds, the ultimate success and financial return for clients are inherently linked to the performance of these underlying assets. As we act solely as a marketer and facilitator for these approved programs, and do not manage the investments ourselves, we have no operational control over how these investments perform. Fluctuations in currency exchange rate may cause the required investment amount to change. In addition, the value and performance of the assets are subject to a number of complex factors, including but not limited to, market fluctuations, real estate cycles, fund management decisions, and broader macroeconomic conditions. Poor performance or a loss in value of any project could result in reduced client satisfaction, complaints, or reputational harm to us, even though we are not responsible for managing or controlling the underlying investment. Consequently, adverse investment outcomes could have a negative impact on our business operations, brand reputation, and client relationships.

We may not be able to compete favorably in our highly competitive industry.

The immigration services industry is highly competitive, especially for certain popular immigration destinations. Some of our competitors may have certain advantages, including but not limited to having long operating history, better financing capabilities and well-developed service team. New participants may wish to enter the industry provided that they have the appropriate service skills, local experience, necessary know-how and capital. Any significant increase in competition may result in lower operating margins and loss of market share, which may adversely affect our profitability and operating results.

We face challenges in scaling our business, which may restrain our business growth and materially adversely affect our business prospects.

Our business relies on a high-touch, customized service model, which requires substantial resources and personalized attention to clients. As we expand into new markets or introduce additional service areas, this approach may demand significant investment in personnel, training, and operational infrastructure, especially when we pursue an organic expansion of our business. Such requirements have the potential to strain our existing operational structures and limit the efficiency or scalability of our business. If we are unable to effectively manage and allocate resources to support our business growth, our ability to maintain service quality, client satisfaction, and profitable operations could be compromised, adversely affecting our business, financial condition, and future prospects. 

We materially rely on outsource service providers. Such arrangement materially and adversely exposes us to unique risks. Any disruption in our relationship with such external service provider and our inability to identify alternative service providers could have a materially and adversely affect our business operations and financial results.

We materially rely on overseas lawyers and project promoters, to provide outsource services to us as we may lack the human resources and/or specific technical skills and knowledge to perform all the services we provide to our customers. For the fiscal years ended August 31, 2025 and 2024, our subcontracting costs to project promoters were approximately HK$0.58 million (US$0.08 million) and approximately HK$3.87 million, representing 6.81% and 59.84% of our total cost of revenue, respectively.

We have established collaborative relationships with our key outsource service providers. However, there is no guarantee that our business relationship with these parties will not be interrupted or terminated, or that there will not be any interruption in our operations or temporary suspensions affecting our ability to meet customer demand. If any such events occur, our business operations and financial results could be affected.

In addition, services carried out by our external service providers may not be delivered to our customers or to us on time or within budget, resulting in the late delivery of project deliverables to our customers and increased costs. Any failure or delay in delivering services caused by these external service providers could result in, among other things, increased costs and expenses, delay or reduction in payment from our customers to us, and/or potential contractual liabilities. Furthermore, our results of operations may suffer due to cost overruns to the extent that we cannot pass on the additional costs to our customers. In either case, our business, financial position and results of operations would be materially and adversely affected.

On the other hand, suitable external service providers may not be readily available at reasonable costs when we require their services whereby our ability to provide satisfactory services could be adversely affected. Moreover, if a service provider fails to provide satisfactory services as required under a contract, we may need to source an alternative service provider to provide the relevant services at a higher replacement cost than anticipated. These scenarios may have material adverse impacts on our reputation, profitability and results of operations.

We face risks associated with concentration of revenue from a limited number of customers. This dependency on a limited number of customers may have a material adverse effect on our financial condition and results of operations.

A significant portion of our revenue was derived from a small group of customers. Our top two largest customers for the fiscal years ended August 31, 2025 and 2024 accounted for an aggregate of an aggregate of approximately 26% and 29% of our revenue in the corresponding periods, respectively. In particular, the largest customer contributed approximately 16% and 19% of our total revenue for the fiscal years ended September 30, 2025 and 2024, respectively.

Our immigration promotion and consulting services are project-based, and the scale and frequency of projects awarded to us by our customers can vary significantly not only from period to period, but also among different customers. There is no assurance that we will continue to obtain contracts from our customers in the future or secure new contracts with potential customers. If there is a significant decrease in the number of projects awarded by our customers, and we are unable to secure suitable projects of a comparable size and quantity as replacements from other customers, our financial condition and operating results would be materially and adversely affected.

We are exposed to risks related to concentration of suppliers as we rely on a few major suppliers, and such concentration may have a material adverse effect on our business and results of operations.

For the year ended August 31, 2024, two key suppliers accounted for 52% and 13% of our total purchasing (including both operation expenses and cost of good sold), respectively. For the year ended August 31, 2025, the purchase amounts concentration remained material, with one major supplier contributing HKD9,915,017 (US$1,271,776), or 70% of the total purchasing. We primarily source sales and marketing services from a limited number of suppliers. Due to the concentration of our purchases in a few suppliers and the fact that our major suppliers may change from year to year, we are exposed to heightened supply chain risks. Any interruption in the operations of these suppliers, inability of new suppliers to accommodate our growing business scale, termination or suspension of supply arrangements, changes in cooperation terms, or deterioration in relationships with our suppliers may materially and adversely affect our results of operations. We cannot assure you that we would be able to find replacement suppliers on commercially reasonable terms or on a timely basis.

We have limited human resources and may not be able to appropriately manage our growth.

Our Company has limited human resources, which poses potential risks to our operations. For example, we are more susceptible than larger corporations to business disruptions due to personnel turnover, as we generally have fewer personnel responsible for each function, and limited redundancy. The problems that may arise as a result of insufficient personnel may become more pronounced as we seek to expand and diversify our business and geographic scope if we are unable to hire additional qualified employees, integrate them into our operations, and together with them establish operational, financial, and administrative controls, reporting systems, and procedures that match our desired growth.

As we expand our business, we consider it important to secure and train a wide range of human resources. To this end, we are working to strengthen our recruitment activities. However, if we are unable to secure and develop the human resources required for our operations, or if we lose our executive officers and a greater number of personnel than we anticipate, our business performance may be affected. Rapid expansion of human resources, however, also exposes us to risks relating to quality, cost management, and other operational issues due to having generally less experienced personnel or personnel that are less well-integrated into our business. Failure to take steps to hire and retain personnel, as well as enhance our internal infrastructures and compliance to match our business and operations, could materially and adversely affect our business, financial condition, and results of operations.

We may not be able to implement our business plans effectively to achieve future growth.

Our expansion plan is based upon a forward-looking assessment of market prospects of the industry we operate and there is no assurance that such assessment will always turn out to be correct or that it will be able to grow our business as planned. Expansion plans may be affected by a number of factors beyond our control. Such factors include, but are not limited to, changes in economic conditions in Asia and changes in supply and demand for our services in relation to the industry we operate in. Our future growth depends on our ability to improve our administrative, technical and operational infrastructure. As the business expands, we may encounter a range of difficulties in managing our business, such as difficulties in (i) generating sufficient liquidity internally or obtaining external financing for capital needs, and (ii) allocating resources and managing relationships with a growing number of customers, suppliers and other business partners. There can be no assurance that future growth will materialize or that we will be able to manage future growth effectively, and failure to do so would have a material adverse effect on our business, financial position and results of operations.

If we are unable to effectively recruit, retain and train qualified personnel, our growth strategies may be hindered and our business may be adversely affected.

Our company operates with a small, dedicated team of five employees. With a small team, we conduct a significant portion of our business operations through third party contractors. As a result, we are exposed to risks related to the performance of our contractors, whose work may not always meet our standards. Instances of negligence, delays, or subpar quality by contractors can result in our delivery of unsatisfactory services, potentially causing reputational harm, or exposure to third-party claims. Poor or delayed performance by any contractor may necessitate their replacement or require us to take remedial actions, which could adversely impact our service costs and timelines and may result in delays in providing our services.

In addition, as our business grows, we may try to attract and retain competent professionals. We face intense competition with both immigration consulting services providers in recruiting such personnel. Our ability to recruit talented personnel and retain existing employees may be affected if our compensation package and employee benefits are perceived as unattractive. If we are unable to retain existing employees and attract new personnel suitable for our business, we may not be able to accomplish our business objectives.

If we fail to promote and maintain our brand effectively and cost-efficiently, our business and results of operations may be harmed.

We believe that developing and maintaining awareness of our brand effectively is critical to attracting new and retaining existing customers. Successful promotion of our brand and our ability to attract customers depend largely on the effectiveness of our marketing efforts and the success of the channels we use to promote our services. Our future marketing efforts will likely require us to incur additional expenses. These efforts may not result in increased revenue in the immediate future or at all and, even if they do, any increase in revenue may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring substantial expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.

We may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not be able to do so on favorable terms or at all, which would impair our ability to operate our business or achieve our growth objectives.

Our ongoing ability to generate cash is important for funding our continuing operations, making acquisitions and servicing our indebtedness. To the extent that existing cash balances and cash flow from operations, together with borrowing capacity are insufficient to make investments or acquisitions or provide needed working capital, we may require additional financing from other sources. Our ability to obtain such additional financing in the future will depend in part upon prevailing capital market conditions and conditions in our business and our operating results. Those factors may affect our efforts to arrange additional financing on terms acceptable to us.

Furthermore, if global economic, political or other market conditions adversely affect the financial institutions that provide credit to us, it is possible that our ability to draw upon credit facilities may be impacted. If adequate funds are not available, or are not available on acceptable terms, we may not be able to make future investments, take advantage of acquisitions or other opportunities, or respond to competitive challenges, resulting in loss of market share, each of which could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.

A sizeable portion of our cash has been invested in investments, which may decline in value and adversely affect our financial condition and ability to operate.

As of August 31, 2025, we invested approximately of HKD3.5 million of our cash in private equity funds or privately held investment entities in which we participate as a passive investor and do not have significant influence over the investment. We plan to hold these investments for long-term capital appreciation purposes, with an expected holding period of three to five years.

However, the value of these investments may fluctuate due to changes in market conditions, the performance of the underlying assets, or other factors outside our control. Furthermore, these investments are generally illiquid, which means it may not be possible to access or withdraw our funds on short notice should we require additional liquidity to support our operations or meet unforeseen obligations. If the value of these investments declines significantly, or if we are unable to access our invested capital when needed, our financial condition, cash flows, and ability to fund our ongoing operations could be materially and adversely affected.

We rely on our Chairman, Chief Executive Officer and our key professional staff. The loss of key team members could affect our operations and our business may be severely disrupted.

We have an experienced and capable management team, including Mr. Qin Chen, our Chief Executive Officer and Chairman of the Board, who is responsible for managing our daily operations and customer relations, implementing our business strategies, pricing, overseeing financial performance and supervising employees. They play a crucial role in both our internal and external management. If we lose any members of our management team, we may face difficulties in executing our current plans and strategies, our business could be harmed and our growth prospects may be inhibited. negotiating, planning, pricing, new service offering development and rollout.

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

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, 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 products, services or other aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in Hong Kong, the United States or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits.

We may not be adequately insured against losses and liabilities arising from our operations.

We recognize that our operation and business are susceptible to potential losses and our exposure to liability arising from claims of various nature are set out in the risk factors above. Our Company has purchased insurance policies, including employees’ compensation insurance. Although we do not currently maintain a directors’ and officers’ insurance policy pursuant to which our directors and executive officers are insured against liability for actions taken in their capacities as directors and officers, we intend to purchase such insurance policy prior to the commencement of this Offering. While we believe our level of coverage is in line with common industry practice and may sufficiently provide us with insurance coverage for foreseeable risks, the current coverage of our insurance policies may not be adequate to fully compensate for the losses suffered by us. Further, any compensation is contingent upon the assessment of the relevant insurance companies in accordance with the terms of the relevant insurance policies. There is no guarantee that we will be indemnified in part or in full in any given case. In the event that we suffer from any losses, damages or liabilities in the course of our business operations which our insurance does not cover, we may not have sufficient funds to cover such losses, damages or liabilities. The resulting payment to cover such losses, damages or liabilities may have a material adverse effect on our business, operating results and financial position.

Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of the Class A Ordinary Shares.

Our revenues and expenses will be denominated predominantly in Hong Kong dollars. The value of the Hong Kong dollar against the U.S. dollar may fluctuate and may be affected by, among other things, changes in political and economic conditions. Although the exchange rate between the Hong Kong dollar to the U.S. dollar has been pegged since 1983, we cannot assure you that the Hong Kong dollar will remain pegged to the U.S. dollar.

Our business is conducted in Hong Kong, our books and records are maintained in H.K. dollar, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between H.K. dollar and United States dollar affect the value of our assets and the results of our operations, when presented in United States dollars. Any significant fluctuations in the exchange rates between Hong Kong dollars to U.S. dollars may have a material adverse effect on our revenue and financial condition. For example, to the extent that we are required to convert U.S. dollars we receive from this Offering into Hong Kong dollars for our operations, fluctuations in the exchange rates between Hong Kong dollars against the U.S. dollar would have an adverse effect on the amounts we receive from the conversion. We have not used any forward contracts, futures, swaps or currency borrowings to hedge our exposure to foreign currency risk.

We are exposed to risks of heightened geopolitical tensions and deteriorating market conditions, such as Chian-U.S. trade conflicts.

As we mainly serve the Asian market, our business growth is primarily dependent upon the economy and market condition in Asia. The market conditions are directly affected by, among other things, the global and local political and economic environments, such as uncertainties about the China-U.S. trade conflicts. Any sudden downturn in the general economic environment or change to political environment in Hong Kong beyond our control may adversely affect the financial market sentiment in general. Severe fluctuations in market and economic sentiments may also lead to a prolonged period of sluggish performance of the economy. As such, our revenue and profitability may fluctuate and we cannot assure you that we will be able to maintain our historical financial performance in times of difficult or unstable economic conditions.

In addition, the immigration services industry we operate in may be affected by economic downturns, political instability, trade disputes, and changes in government regulation. These events can lead to disruptions in the immigration services industry, fluctuations in demand for our services, and increased operational costs. General economic conditions, including slow global recovery from economic downturns, geopolitical conditions and uncertainty about the strength or pace of economic recovery have affected and can continue to affect consumer behavior in the industry and consequently could reduce the demand for our services.

Risks Related to Our Corporate Structure

We will in the future rely on dividends and other distributions on equity paid by our Operating Subsidiary to fund any cash and financing requirements we may have, and any limitation on the ability of our Operating Subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business. In the future, funds or assets may not be available to fund operations or for other use outside of Hong Kong, due to the imposition of restrictions and limitations on, our ability or our subsidiary by the PRC government to transfer cash.

Our Company is a holding company, and we will in the future rely on dividends and other distributions on equity paid by our Operating Subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. For the years ended August 31, 2024 and 2025, we declared dividends of HK$6 million and HK$4 million (US$0.5 million), respectively. On October 16, 2025, Tino Global Limited distributed dividends of HK$8 million (US$1.0 million) exclusively to its shareholder Mr. Chi Yan Chan, who held 100% of the equity of Tino Global Limited at the time. As of the date of this prospectus, all the above declared dividends have been paid. However, we do not expect to pay cash dividends in the foreseeable future. We anticipate we will retain any earnings to support operations and to finance the growth and development of our business. If our Operating Subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Please refer to the section titled “Dividend Policy” for more information.

Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a distribution or dividend be paid, if following the date on which the dividend is proposed to be paid, the company would be unable to pay its debts as they fall due in the ordinary course of business. According to the Companies Ordinance of Hong Kong (Chapter 622 of the Laws of Hong Kong), a Hong Kong company may only make a distribution out of profits available for distribution. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid on the Class A Ordinary Shares. Any limitation on the ability of our Hong Kong subsidiary to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Taxation — Hong Kong taxation.” The PRC laws and regulations do not currently have any material impact on transfers of cash from our Company to our Operating Subsidiary or our Operating Subsidiary to our Company, our shareholders and U.S. investors. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures could materially decrease the value of our Class A Ordinary Shares, potentially rendering them worthless.

Recently in 2023, the PRC government initiated a series of regulatory actions and statements to regulate business operations across all of mainland China, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In the future, we may be subject to PRC laws and regulations related to the current business operations of our Operating Subsidiary and any changes in such laws and regulations and interpretations may impair its ability to operate profitably, which could result in a material negative impact on its operations and/or the value of our Class A Ordinary Shares.

Although we have direct ownership of our Operating Subsidiary in Hong Kong and currently do not have or intend to have any subsidiary or any contractual arrangement to establish a VIE structure with any entity in mainland China, we are still subject to certain legal and operational risks associated with our Operating Subsidiary, being based in Hong Kong and having all of its operations to date in Hong Kong. Additionally, the legal and operational risks associated in mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to a company such as our Operating Subsidiary and our Company, given the substantial operations of our Operating Subsidiary in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. In the event we or our Operating Subsidiary were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating Subsidiary might be subject to fines, experienced evaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. Our organizational structure involves risks to the investors, and Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our Operating Subsidiary’s operations and/or a material change in the value of our Class A Ordinary Shares, including the risk that such event could cause the value of such securities to significantly decline or become worthless. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with customers in certain circumstances. The laws and regulations may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

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

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies on August 8, 2006, and amended on June 22, 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or individuals of mainland China to obtain the approval of the CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. In addition, on December 24, 2021, the CSRC released the Administrative Regulations of the State Council Concerning the Oversea Issuance of Security and Listing by Domestic Enterprise (Draft for Comments) (the “Draft Administrative Regulations”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively the “Draft Rules on Overseas Listing”, for public opinion.

Our Company is a holding company incorporated in the Cayman Islands with one operating subsidiary based in Hong Kong, as of the date of this prospectus, we have no subsidiary, VIE structure or any direct operations in mainland China, nor do we intend to have any subsidiary or VIE structure or to acquire any equity interests in any domestic companies in mainland China, and we are not controlled by any companies or individuals of mainland China. Further, our Operating Subsidiary is headquartered in Hong Kong and our Chief Executive Officer, Chief Financial Officer and all members of our Board of Directors are based in Hong Kong and all of our revenues and profits are generated by our Operating Subsidiary in Hong Kong and we have not generated any revenues or profits in mainland China. Additionally, we do not intend to operate in mainland China in the foreseeable future. As such, we do not believe we would be subject to the M&A Rules, or would be required to file with the CSRC under the Trial Measures. Moreover, pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).Therefore, we believe, as of the date of this prospectus, the CSRC’s approval or review is not required for the listing and trading of our Class A Ordinary Shares in the U.S. exchange as provided under the M&A Rules and the Trial Measures.

Our Operating Subsidiary’s operations are conducted in Hong Kong, which is a part of the PRC. We are aware that recently, in 2023, the PRC government initiated a series of regulatory actions and statements to regulate business operations across all of mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding its efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our Hong Kong subsidiary’s daily business operations, their ability to accept foreign investments and the listing of our Class A Ordinary Shares on a U.S. or other foreign exchange. These actions could result in a material change in our operations and/or to the value of our Class A Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors.

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

On December 24, 2021, the China Securities Regulatory Commission (the “CSRC”) released the Draft Administrative Provisions and the Draft Filing Measures, both of which had a comment period that expired on January 23, 2022. The Draft Administrative Provisions and Draft Filing Measures regulate the administrative system, record-filing management, and other related rules in respect of the direct or indirect overseas issuance of listed and traded securities by “domestic enterprises”. The Draft Administrative Provisions specify that the CSRC has regulatory authority over the “overseas securities offering and listing by domestic enterprises”, and requires “domestic enterprises” to complete filing procedures with the CSRC if they wish to list overseas. On February 17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. According to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC; any failure to comply with such filing procedures may result in administrative penalties, such as an order to rectify, warnings, and fines. On April 2, 2022, the CSRC published the Draft Archives Rules, for public comment. These rules state that in the overseas listing activities of domestic companies, domestic companies, as well as securities companies and securities service institutions providing relevant securities services thereof, should establish a sound system of confidentiality and archival work, shall not disclose state secrets, or harm the state and public interests.

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

The management understands that as of the date of this prospectus, the Group has no operations in mainland China and is not required to complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures. While the Group has no current operations in mainland China, should we have any future operations in mainland China and should we (i) fail to receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may also impose fines and penalties on our potential operations in mainland China, as well as limit our ability to pay dividends outside of mainland China, limit our operations in mainland China, delay or restrict the repatriation of the proceeds from this Offering into mainland China or take other actions that could have a material adverse effect on our business as well as the trading price of our Class A Ordinary Shares. We may be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this Offering before settlement and delivery of our Class A Ordinary Shares. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this Offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any action taken by the PRC government could significantly limit or completely hinder our operations in the PRC and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Furthermore, on July 10, 2021, the Cyberspace Administration of China (the “CAC”) issued a revised draft of the Measures for Cybersecurity Review for public comment, which required that, among others, in addition to any “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, which became effective and replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Moreover, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. Given the recency of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. It remains unclear whether a Hong Kong company which collects personal information from PRC individuals shall be subject to the Revised Review Measures. We do not currently expect the Revised Review Measures to have an impact on our business, our operations or this Offering as we do not believe that our Operating Subsidiary would be deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that would be required to file for cybersecurity review before listing in the U.S. However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If the Revised Review Measures are adopted into law in the future and if our Operating Subsidiary is deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, our operation and the listing of our Class A Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review.

We have been advised by Li & Partners, our Hong Kong counsel, that based on their understanding of the current Hong Kong laws, as of the date of this prospectus, our Company and our Operating Subsidiary, are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the U.S. and issuing our Class A Ordinary Shares to foreign investors. No such permissions or approvals have been applied for by our Company and/or its subsidiary or denied by any relevant authorities. Our Operating Subsidiary’s operations are conducted in Hong Kong, which is a part of the PRC. As of the date of this prospectus, our Operating Subsidiary have received all requisite permissions or approvals from the Hong Kong authorities to operate their businesses in Hong Kong, namely their business registration certificates. However, we have been advised by Li & Partners that uncertainties still exist, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future.

Based on management’s internal assessment that our Company and our Operating Subsidiary currently have no operations in mainland China, management understands that as of the date of this prospectus, our Company is not required to obtain any permissions or approvals from mainland Chinese authorities before listing in the U.S. and to issue our Class A Ordinary Shares to foreign investors, including the CAC or the CSRC. We also understand that our Operating Subsidiary is not required to obtain any permissions or approvals from any mainland Chinese authorities to operate their businesses as of the date of this prospectus. No permissions or approvals have been applied for by our Company or denied by any relevant authority. However, uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future.

As of the date of this prospectus, Hong Kong does not have similar regulations as of the PRC to extend oversight and control over offerings that are conducted overseas. Hong Kong does not have similar regulation as of the Trial Measures and the Guidance Rules and Notice, and Measures for Cybersecurity Review of the PRC. Additionally, the legal and operational risks associated in mainland China may also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to a company such as our Operating Subsidiary and our Company, given the substantial operations of our Operating Subsidiary in Hong Kong and the Chinese government may exercise significant oversight over the conduct of business in Hong Kong. In the event we or our Operating Subsidiary were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance, and we or our Operating Subsidiary might be subject to fines, experienced evaluation of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and/or no longer be permitted to continue business operations as presently conducted. In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC or if applicable laws, regulations or interpretations change and we are required to obtain such permissions or approvals, (ii) we inadvertently conclude that relevant permissions or approvals were not required or (iii) we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of our securities to significantly decline or be worthless. 

Our Operating Subsidiary’s operations are conducted in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may influence such operations at any time, which could result in a material change in the operations of our Operating Subsidiary and/or the value of our Class A Ordinary Shares. The PRC government may also impose restrictions on our ability to transfer money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also occur quickly and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. There are uncertainties regarding the enforcement of PRC laws, and rules and regulations in China can change quickly with little advance notice. The Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities we are registering for sale.

Recently in 2023, the PRC government initiated a series of regulatory actions and statements to regulate business operations across all of mainland China, including a cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Given the recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause such securities to significantly decline or be worthless. Additionally, any further control over offerings conducted overseas and/or foreign investment impacting our subsidiary in Hong Kong by the Hong Kong government could result in a material change in our Operating Subsidiary’s operations, financial performance and/or the value of our Class A Ordinary Shares or impair our ability to raise money.

There are uncertainties regarding the enforcement of PRC laws, and rules and regulations in China can change with little advance notice. The Chinese government has exercised, and continues to exercise, substantial control over virtually every sector of the Chinese economy through regulation and state ownership. The Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities we are registering for sale. Furthermore, given the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas, although we are currently not required to obtain permission from any of the PRC central government or local government and has not received any denial to list on the U.S. exchange, it is uncertain whether or when we might be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even if such permission is obtained, whether it will be later denied or rescinded, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of our shares to significantly decline or be worthless.

If the Chinese government chooses to extend oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

Recent statements, laws and regulations by the Chinese government in 2022 and 2023, including the Measures for Cybersecurity Review, the PRC Personal Information Protection Law and the Trial Measures have already indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in mainland China-based issuers. We could be subject to approval or review by Chinese regulatory authorities to pursue this Offering. We do not have any operations in mainland China and currently do not have or intend to have any operating subsidiary established in mainland China or any contractual arrangement to establish a VIE structure with any entity in mainland China, but because all of our operations are conducted in Hong Kong through our wholly-owned subsidiary, and Hong Kong is a Special Administrative Region of China, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares.

In the event that the PRC regulatory authorities disallow our business structure, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

We are a holding company whose principal source of operating cash is the income received from our Operating Subsidiary.

We are dependent on the income generated by our Operating Subsidiary in order to make distributions and dividends on the shares. The amount of distributions and dividends, if any, which may be paid to us from our Operating Subsidiary will depend on many factors, including such subsidiary’s results of operations and financial condition, limits on dividends under applicable law, its constitutional documents, documents governing any indebtedness, and other factors which may be outside our control. If our Operating Subsidiary do not generate sufficient cash flow, we may be unable to make distributions and dividends on the shares.

Risks Related to Doing Business in Hong Kong

Hong Kong’s legal system is evolving and has inherent uncertainties that could limit the legal protection available to you.

For the fiscal years ended August 31, 2025 and 2024, our revenue was derived from immigration services service projects in Hong Kong. The Hong Kong legal system embodies uncertainties which could limit the legal protections available to you and us.

As one of the conditions for the handover of the sovereignty of Hong Kong to the PRC, the PRC had to accept some conditions such as Hong Kong’s Basic Law before its return. The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for 50 years from 1997. This agreement gave Hong Kong the freedom to function in a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

Some international observers and human rights organizations have expressed doubts about the future of the relative political freedoms enjoyed in Hong Kong and the PRC’s pledge to allow a high degree of autonomy in Hong Kong. On July 14, 2020, the U.S. signed an executive order to end the special status enjoyed by Hong Kong post-1997. As the autonomy currently enjoyed may be compromised, it could potentially impact Hong Kong’s common law legal system and may, in turn, bring about uncertainty in, for example, the enforcement of our contractual rights. If the PRC were to, in fact, renege on its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the U.S. or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”)and Article 23 of the Basic Law could impact our Operating Subsidiary in Hong Kong.

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

On March 23, 2024, the Hong Kong government passed domestic security legislation under Article 23 of the Basic Law. This law prohibits seven types of offenses, including treason, espionage, and theft of state secrets. The passage of this law has been viewed by international observers, human rights organizations, and some governments as potentially undermining the autonomy of Hong Kong. It is difficult for us to predict the degree of the adverse impact that Article 23 will have on Hong Kong or our business in Hong Kong. However, in any event, since all of our operations are based in Hong Kong, any change of the political arrangements between Hong Kong and the PRC may pose an adverse impact to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions. 

The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the HFCAA 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 HFCAA requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into law. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the U.S.. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks, and their implications to U.S. investors, associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks.

On December 2, 2021, the SEC adopted final amendments to its rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA, which took effect on January 10, 2022. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year, as defined in the rules, 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. Under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years, shortening the timeline for the application of the HFCAA’s delisting and trading prohibition from three years to two, and thus, would reduce the time before securities may be prohibited from trading or delisted. 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 16, 2021, the PCAOB issued a determination report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the PRC; and (2) Hong Kong, a Special Administrative Region of the PRC, because of positions taken by PRC authorities in those jurisdictions, which determinations were vacated on December 15, 2022. Our current auditor, OneStop Assurance PAC, is not headquartered in mainland China or Hong Kong and was not identified by the PCAOB in its report on December 16, 2021 as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022.

On August 26, 2022, the PCAOB signed a Statement of Protocol, or SOP, Agreement with the CSRC and China’s Ministry of Finance. The SOP, together with two protocol agreements governing inspections and investigation, establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB announced 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 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 uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in the second half of 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. If the PCAOB in the future again determines it is unable to inspect and investigate completely auditors in mainland China and Hong Kong, then the companies audited by those auditors would be subject to a trading prohibition on U.S. markets pursuant to the HFCAA.

If the PCAOB in the future again determines it is unable to inspect and investigate completely auditors in mainland China and Hong Kong, then the lack of access to the PCAOB inspection in China would prevent the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, investors could be deprived of the benefits of such PCAOB inspections, if the PCAOB again determines it is unable to inspect and investigate completely auditors in mainland China and Hong Kong. The inability of the PCAOB to conduct inspections of auditors in China would make it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures, which could cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements. Although our auditor was not identified by the PCAOB in its report as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022, should the PCAOB be unable to fully conduct inspection of our auditor’s work papers in China, this could adversely affect us and our securities for the reasons noted above.

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the U.S. and a firm registered with the PCAOB, is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Our auditor is headquartered in Singapore, and has been inspected by the PCAOB on a regular basis with the last inspection in 2023. However, the recent developments would add uncertainties to our Offering and we cannot assure you whether [NYSE American/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.

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

Although we are not subject to cybersecurity review by the Cyberspace Administration of China (the “CAC”) nor any other PRC authorities for this Offering or required to obtain regulatory approval regarding the data privacy and personal information requirements from the CAC nor any other PRC authorities for our and Hong Kong Operating Subsidiary’s operations in Hong Kong, because all of our operations take place in Hong Kong, we are subject to a variety of laws and other obligations regarding data privacy and protection in Hong Kong.

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

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

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

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

Our principal business operation is conducted in Hong Kong. In the event that the U.S. regulators carry out an investigation on us and there is a need to conduct such investigation, or collect evidence within, the territory of the PRC, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC laws. The U.S. regulators may, in the future, consider cross-border cooperation with a securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC. Additionally, the Securities and Futures Commission of Hong Kong (“SFC”) is a signatory to the International Organization of Securities Commissions Multilateral Memorandum of Understanding (“MMOU”), which provides for mutual investigatory and other assistance and exchange of information between securities regulators around the world, including the SEC. This is also reflected in section 186 of the Securities and Futures Ordinance (“SFO”) which empowers the SFC to exercise its investigatory powers to obtain information and documents requested by non-Hong Kong regulators, and section 378 of the SFO which allows the SFC to share confidential information and documents in its possession with such regulators. However, there is no assurance that such cooperation will materialize, or if it does, whether it will adequately address any efforts to investigate or collect evidence to the extent that may be sought by U.S. regulators.

Risks Related to This Offering and Class A Ordinary Shares

We will incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.

Upon completion of this Offering, we will become a public company in the U.S.. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented by the SEC and the [NYSE American/Nasdaq] require significantly heightened corporate governance practices for public companies. As a result, we expect these rules and regulations to increase our legal, accounting and financial compliance costs and make many corporate activities more time-consuming and costly.

We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S. public companies. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us and the market price of our Class A Ordinary Shares could decline.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC and the [NYSE American/Nasdaq] impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other generally applicable requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

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

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

Our management team has no experience managing a public company.

Our management team has no experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. We are subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and operating results.

In particular, our management has no experience in conducting an assessment of the effectiveness of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. In the course of preparing and auditing our consolidated financial statements included elsewhere in this prospectus, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. See “— Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud which may affect the market for and price of our Class A Ordinary Shares” for more details. The lack of public company experience within our management team may exacerbate challenges in remediating this material weakness and could increase the risk of additional deficiencies or failures in our internal controls over financial reporting in the future. This could result in errors in our financial reporting, difficulties in meeting our periodic reporting obligations, and diminished investor confidence in our financial statements, any of which could adversely impact our business, reputation, and the market value of our securities.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

Upon completion of this Offering, we will be a publicly listed company in the U.S.. As a publicly listed company, we will be required to file periodic reports with the SEC upon the occurrence of matters that are material to our company and shareholders. In some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our Company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, mostly private companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.

Nasdaq may apply additional and more stringent criteria for our continued listing.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including but not limited to (i) where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where a company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities. Nasdaq was concerned that an offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. In respect of any of the aforementioned concerns, we may be subject to additional and more stringent criteria of Nasdaq for our continued listing, which might cause delay or even denial of our listing application for Purchaser Common Stock.

If we fail to meet applicable listing requirements, [NYSE American/Nasdaq] may not approve our listing application, or may delist our Class A Ordinary Shares from trading, in which case the liquidity and market price of our Class A Ordinary Shares could decline.

We will seek to have our securities approved for listing on the [NYSE American/Nasdaq] upon consummation of this Offering. The closing of the Offering is conditional upon [NYSE American/Nasdaq]’s final approval of our listing application. We cannot assure you that our application will be approved; if it is not approved, we will not complete the Offering.

We cannot assure you that we will be able to meet [NYSE American’s/Nasdaq’s] initial listing standards, or that we will be able to meet the continued listing standards of [NYSE American/Nasdaq] in the future. If we fail to comply with the applicable listing standards and [NYSE American/Nasdaq] delists our Class A Ordinary Shares, we and our shareholders could face significant material adverse consequences, including:

We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short swing profit disclosure and recovery regime.

As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

The information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S. domestic issuers.

As a Cayman Islands exempted company listed on the [NYSE American/Nasdaq], we are subject to the [NYSE American/Nasdaq]corporate governance listing standards. However, [NYSE American Company Guide/Nasdaq Listing Rules] permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the [NYSE American/Nasdaq] corporate governance listing standards. We may in the future rely on home country practice with respect to any corporate governance matters. If we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would under the [NYSE American/Nasdaq] corporate governance listing standards applicable to U.S. domestic issuers.

Our significant shareholder has considerable influence over our corporate matters.

Our authorized and issued share capital are divided into Class A Ordinary Shares and Class B Ordinary Shares. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of our Company, and each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of our Company. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. Provided that such transfer complies with applicable [NYSE American Company Guide/Nasdaq Listing Rules], the instrument of transfer of any share shall be in writing and in any usual or common form or such other form as the directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up share, or if so required by the directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer. The directors may in their absolute discretion decline to register any transfer of shares which is not fully paid up or on which the Company has a lien.

Mr. Qin Chen, our Chief Executive Officer and Chairman, through A2Z Assets Limited, beneficially owns 20,080,400 Class B Ordinary Shares that correspond to 98.1% of the aggregate voting power of our Company on a pre-Offering basis and [   ]% of the aggregate voting power on a post-Offering basis of our total issued and outstanding share capital. As a result of the dual-class share structure and the concentration of ownership, Mr. Qin Chen will have considerable influence over corporate matters requiring shareholder approval and will independently control the operations of our Company, including without limitation, electing directors. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

Our significant shareholder may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Because our significant shareholder has, considerable influence over our corporate matters, its interests may differ from the interests of our Company as a whole. The shareholder could, for example, appoint directors and management without the requisite experience, relations or knowledge to steer our Company properly because of their affiliations or loyalty, and such actions may materially and adversely affect our business and financial condition. Currently, we do not have any arrangements to address potential conflicts of interest between our shareholders and our Company. If we cannot resolve any conflict of interest or dispute between us and our shareholders, we would have to rely on legal proceedings, which could disrupt our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

The dual-class share structure may adversely affect the trading market for the Class A Ordinary Shares.

Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual-class share structure may prevent the inclusion of the Class A Ordinary Shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A Ordinary Shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the Class A Ordinary Shares.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Class A Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). We elected to avail ourselves of the extended transition period for implementing new or revised financial accounting standards. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner (1) if our revenue exceed US$1.235 billion, (2) if we issue more than US$1 billion in non-convertible debt in a three-year period, or (3) if the market value of our shares held by non-affiliates exceeds US$700 million as of any August 31 before that time, in which case we would no longer be an emerging growth company as of the following August 31. We cannot predict if investors will find our Class A Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests and our financial statements may not be comparable to companies that comply with public company effective dates. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company.

We are a “controlled company” defined under the [NYSE American Company Guide/Nasdaq Listing Rules]. We may elect to rely on the “controlled company” exemption under the [NYSE American Company Guide/Nasdaq Listing Rules] in the future and you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

We expect that Mr. Qin Chen, our Chief Executive Officer and Chairman, through A2Z Assets Limited, to beneficially own a majority of our issued Class A Ordinary Shares following the Offering and continue to be a controlled company pursuant to “controlled company” defined under the [NYSE American Company Guide/Nasdaq Listing Rules]. Accordingly, we will be a controlled company under the applicable [NYSE American Company Guide/Nasdaq listing standards]. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

We may in the future rely on the “controlled company” exemption under the [NYSE American Company Guide/Nasdaq Listing Rules]. If we elect to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of the Offering. Our status as a controlled company could cause our Class A Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. Please refer to the paragraph titled “Risk Factors — Our significant shareholder has considerable influence over our corporate matters.”

Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud which may affect the market for and price of our Class A Ordinary Shares. 

To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. Prior to filing the registration statement of which this prospectus is a part, we were a private company with limited accounting personnel and other resources for addressing our internal control over financial reporting. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Our independent registered public accounting firm did not conduct an audit of our internal control over financial reporting. However, in the course of preparing and auditing our consolidated financial statements included elsewhere in this prospectus, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. The material weakness identified relates to our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address U.S. GAAP technical accounting issues and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and reporting requirements set forth by the SEC.

We are in the process of implementing measures designed to improve our internal control over financial reporting and remediate the material weakness. This includes implementing new information technology and systems for the preparation of financial statements, implementing additional review procedures within our accounting and finance department, and hiring additional staff and engaging external accounting experts to support improving our accounting processes and procedures, and supplement our internal resources in our computation processes.

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

Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, our Class A Ordinary Share price may decline and we may be unable to maintain compliance with the [NYSE American Company Guide/Nasdaq Listing Rules].

Class A Ordinary Shares eligible for future sale may adversely affect the market price of our Class A Ordinary Shares, 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 Class A Ordinary 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 7,919,600 Class A Ordinary Shares are outstanding before the consummation of this Offering and [   ] Class A Ordinary Shares will be outstanding immediately after this Offering. 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 shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.

Future sales, or the perception of future sales, by us or our shareholder in the public market following this Offering could cause the market price for our Class A Ordinary Shares to decline.

The sale of substantial amounts of Class A Ordinary Shares in the public market, or the perception that such sales could occur could harm the prevailing market price of our Class A Ordinary Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Upon completion of this Offering, we will have a total of [   ] Class A Ordinary Shares outstanding. Of the outstanding Class A Ordinary Shares, the [   ] Class A Ordinary Shares sold or issued in this Offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or Securities Act, except that any Class A Ordinary Shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act, may be sold only in compliance with the limitations described in “Ordinary Shares Eligible for Future Sale.” All remaining Class A Ordinary Shares, which are currently held by our shareholder, may be sold in the public market in the future subject to the lock-up agreements and the restrictions contained in Rule 144 under the Securities Act. If our shareholders sell a substantial amount of Class A Ordinary Shares, the prevailing market price for our Class A Ordinary Shares could be adversely affected. Our executive officers, directors and shareholders will sign lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of our Class A Ordinary Shares and certain other securities held by them for a period of no less than six months following the date of this prospectus. The underwriters may, in their sole discretion and at any time without notice, release all or any portion of the Class A Ordinary Shares subject to any such lock-up agreements. As restrictions on resale end, the market price of our Class A Ordinary Shares could drop significantly if the holders of our restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our Class A Ordinary Shares or other securities.

The requirements of being a public company may strain our resources and divert management’s attention.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

The IPO price for our Class A Ordinary Shares will be determined through negotiations between the underwriter and us and may vary from the market price of our Class A Ordinary Shares following our IPO. If you purchase our Class A Ordinary Shares in our IPO, you may not be able to resell those Class A Ordinary Shares at or above the IPO price. We cannot assure you that our Class A Ordinary Shares’ IPO price, or the market price following our IPO, will equal or exceed prices in privately negotiated transactions of our Class A Ordinary Shares that have occurred from time to time prior to our initial public offering. The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent IPOs, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In particular, our Class A Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares.

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

Future issuances or sales, or perceived issuances or sales, of substantial amounts of Class A Ordinary Shares in the public market could materially and adversely affect the prevailing market price of the Class A Ordinary Shares and our ability to raise capital in the future.

The market price of our Class A Ordinary Shares could decline as a result of future sales of substantial amounts of shares or other securities relating to the shares in the public market, including by our Company’s significant shareholder, or the issuance of new shares by our Company, or the perception that such sales or issuances may occur. Future sales, or perceived sales, of substantial amounts of the shares could also materially and adversely affect our ability to raise capital in the future at a time and at a price favorable to us, and our shareholders will experience dilution in their holdings upon our issuance or sale of additional securities in the future. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Class A Ordinary Shares. A few shareholders hold a significant portion of our Class A Ordinary Shares and these are “restricted securities” as defined in Rule 144. These Class A Ordinary Shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.

We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.

To the extent (i) we raise more money than required for the purposes explained in the section titled “Use of Proceeds” or (ii) we determine the proposed uses set forth in that section are no longer in the best interests of our Company, we cannot specify with any certainty the particular uses of such net proceeds that we will receive from our IPO. Our management will have broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our shareholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from our IPO in a manner that does not produce income or that loses value.

Future financing may cause a dilution in your shareholding or place restrictions on our operations.

We may need to raise additional funds to finance further expansion of our capacity and business for our existing operations, acquisitions or strategic partnerships. If additional funds are raised through the issuance of new equity or equity-linked securities of our Company other than on a pro rata basis to existing shareholders, the percentage ownership of such shareholders in our Company may be reduced, and such new securities may confer rights and privileges that take priority over those conferred by the shares. Alternatively, if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may:

There may not be an active, liquid trading market for our Class A Ordinary Shares, and we do not know if a more liquid market for our Class A Ordinary Shares will develop to provide you with adequate liquidity.

Prior to this Offering, there has not been a public trading market for our Class A Ordinary Shares. We cannot assure you that an active trading market for our Class A Ordinary Shares will develop following this Offering, or if it does develop, will be maintained. We will seek to have our securities approved for listing on the [NYSE American/Nasdaq] upon consummation of this Offering. The closing of the Offering is conditional upon [NYSE American/Nasdaq]’s final approval of our listing application. We cannot assure you that our application will be approved; if it is not approved, we will not complete the Offering. You may not be able to sell your securities quickly or at the market price if trading in our securities is not active. The public offering price for the Class A Ordinary Shares will be determined by negotiations between us and the representatives of the underwriter and may not be indicative of prices that will prevail in the trading market. We intend to apply to list our Class A Ordinary Shares on [NYSE American/Nasdaq] but we provide no assurance that our ordinary shares will be approved for listing on [NYSE American/Nasdaq] in connection with this Offering. Further, if we are successful in listing the Class A Ordinary Shares on [NYSE American/Nasdaq] we cannot ensure that an active public market for our Class A Ordinary Shares will develop after this Offering, or that if it does develop, it will be sustained. In the absence of a public trading market:

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

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

You will experience immediate and substantial dilution.

The IPO price of our Class A Ordinary Shares is substantially higher than the pro forma net tangible book value per share of our Class A Ordinary Shares. Assuming the completion of the Offering, if you purchase Class A Ordinary Shares in this Offering, you will incur immediate dilution of approximately US$[   ] in the pro forma net tangible book value per share from the price per share that you pay for the shares. Accordingly, if you purchase shares in this Offering, you will incur immediate and substantial dilution of your investment. Please refer to the section titled “Dilution.”

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the Cayman Islands or Hong Kong based on U.S. or other foreign laws against us, our management or the experts named in the prospectus.

Although we are an exempted company incorporated under the laws of the Cayman Islands, we conduct substantially all of our operations in Hong Kong and substantially all of our assets are located in Hong Kong. In addition, a majority of our directors and executive officers reside within Hong Kong, and most of the assets of these persons are located within Hong Kong. As a result, it may be difficult for you to effect service of process within the U.S. upon us or these individuals, or to bring an action against us or against these individuals in the U.S. in the event that you believe your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the Hong Kong may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

Hong Kong is a Special Administrative Region of the PRC. A foreign judgment can be registered and enforced in Hong Kong either under the Foreign Judgments (Reciprocal Enforcement) Ordinance (Cap. 319) (the “Ordinance”) or at common law. Registration of a foreign judgment under the Ordinance can be made by an ex parte application with the local court but this avenue is limited to judgments entered in designated jurisdictions, which currently include: Australia, Austria, Belgium, Bermuda, Brunei, France, Germany, India, Israel, Italy, Malaysia, The Netherlands, New Zealand, and Singapore and Sri Lanka. An action to enforce a foreign judgment at common law is a comparatively cumbersome process. It is in essence an independent suit in Hong Kong and the judgment creditor must follow normally applicable service procedures. Judgments entered in the U.S. and the United Kingdom can be enforced in Hong Kong only at common law. To be eligible for common-law recognition, the judgment must (1) be for a definite sum of money; (2) be final and conclusive; and (3) have been entered by a court with competent jurisdiction over the defendant. With respect to finality, a Hong Kong court will generally refrain from enforcing a judgment during the pendency of an appeal. This raises the possibility of undue delay and asset dissipation. With respect to the requirement of competent jurisdiction of the foreign judgment seeking to be enforced in Hong Kong, it is governed by private international law as interpreted in Hong Kong, not the law of the foreign forum. Jurisdiction can generally be asserted on the basis of the defendant’s physical presence in the foreign forum, appearance in the underlying legal proceeding or prior contractual consent to jurisdiction. Under the common law and the Ordinance, only limited defenses on the grounds such as fraud, due process and Hong Kong public policy can be raised against a duly registered foreign judgment. There is no mechanism for reconsideration of the merits of the underlying foreign litigation.

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

We are an exempted company incorporated under the laws of the Cayman Islands and conduct substantially all of our operations in Hong Kong through our wholly-owned Hong Kong Operating Subsidiary. As of the date of this prospectus, all of our officers and directors are based in Hong Kong, and a substantial portion of their assets are located outside of the U.S. As a result, it may be difficult for our shareholders to effect service on these persons or bring an action against us or against these individuals in the Cayman Islands or in Hong Kong in the event that they believe that their rights have been infringed under the securities laws of the U.S. or otherwise. Even if shareholders are successful in bringing an action of this kind, the laws of the Cayman Islands and Hong Kong may render them unable to enforce a judgment against our assets or the assets of our directors and officers.

Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors, actions by our minority shareholders and the fiduciary duties of our directors under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgage and charges of such companies) or to obtain copies of register of members of these companies. Under our post-offering memorandum and articles of association, the directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of shareholders not being directors, and no shareholder (not being a director) shall have any right to inspect any account or book or document of the Company except as conferred by law or authorized by the directors, provided that the shareholders shall receive the annual audited financial statements of the Company. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

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

It may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers in the Cayman Islands and Hong Kong.

As of the date of this prospectus, all of our officers and directors are based in Hong Kong.

Harney Westwood & Riegels, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would: (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers that are predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state in the United States, or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers that are predicated upon the federal securities laws of the United States or the securities laws of any state in the United States.

We have been advised by Harney Westwood & Riegels that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the Grand Court of the Cayman Islands will at common law enforce final and conclusive in personam judgments of state and/or federal courts of the United States of America, or the “Foreign Court”, of a debt or definite sum of money against the Company (other than a sum of money payable in respect of taxes or other charges of a like nature, a fine or other penalty (which may include a multiple damages judgment in an anti-trust action) or where enforcement would be contrary to public policy). The Grand Court of the Cayman Islands may also at common law enforce final and conclusive in personam judgments of the Foreign Court that are non-monetary against the Company, for example, declaratory judgments ruling upon the true legal owner of shares in a Cayman Islands company. The Grand Court of the Cayman Islands will exercise its discretion in the enforcement of non-money judgments by having regard to the circumstances, such as considering whether the principles of comity apply. To be treated as final and conclusive, any relevant judgment must be regarded as res judicata by the Foreign Court. A debt claim on a foreign judgment must be brought within six years of the date of the judgment, and arrears of interest on a judgment debt cannot be recovered after six years from the date on which the interest was due. The courts of the Cayman Islands are unlikely to enforce a judgment obtained from the Foreign Court under civil liability provisions of U.S. federal securities law if such a judgment is found by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Such a determination has not yet been made by the Grand Court of the Cayman Islands. A court of the Cayman Islands may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. A judgment entered in default of appearance by a defendant who has had notice of the Foreign Court’s intention to proceed may be final and conclusive notwithstanding that the Foreign Court has power to set aside its own judgment and despite the fact that it may be subject to an appeal the time-limit for which has not yet expired. The Grand Court of the Cayman Islands may safeguard the defendant’s rights by granting a stay of execution pending any such appeal and may also grant interim injunctive relief as appropriate for the purpose of enforcement.

Li & Partners, our counsel to Hong Kong law, have advised us that there is uncertainty as to whether the courts of the Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Our Hong Kong counsel also advised us that in Hong Kong, foreign judgments can be enforced under statute under the Foreign Judgments (Reciprocal Enforcement) Ordinance or under common law. The Foreign Judgments (Reciprocal Enforcement) Ordinance is a registration scheme for the recognition and enforcement of foreign judgments based on reciprocity but the United States is not a designated country under the Foreign Judgments (Reciprocal Enforcement) Ordinance. As a result, a judgment rendered by a court in the United States, including as a result of administrative actions brought by regulatory authorities, such as the SEC, and other actions, will not be enforced by the Hong Kong courts under the statutory regime. In addition, the Supreme People’s Court of the PRC and the Government of Hong Kong have entered into the “Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region pursuant to Choice of Court Agreements between Parties Concerned,” or the Arrangement. The Mainland Judgements (Reciprocal Enforcement) Ordinance gave effect to the Arrangement and is a registration scheme for recognition and enforcement of PRC judgements based on reciprocity. Other than the Arrangement, Hong Kong has not entered into any multilateral convention or bilateral treaty regarding the recognition and enforcement of foreign judgments. Accordingly, any judgments rendered by a court in the United States will need to be enforced under common law. In order to enforce a foreign judgment under common law in Hong Kong, the judgment must meet certain criteria before it can be enforced, such as the judgment being final and conclusive.

We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.

Mail addressed to our Company and received at its registered office will be forwarded unopened to the forwarding address supplied by Company to be dealt with. None of our Company, our directors, officers, advisors or service providers will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address. If such mail is delayed, it may impair your ability to communicate with us.

There can be no assurance that we will not be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Class A Ordinary Shares.

In general, we will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (looking through certain 25% or more-owned subsidiaries) is passive income or (2) at least 50% of the average value of our assets (looking through certain 25% or more-owned subsidiaries) is attributable to assets that produce, or are held for the production of, passive income. Passive income generally includes, without limitation, dividends, interest, rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the Section of this prospectus captioned “Material United States Federal Income Tax Considerations”) of our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements. The determination of whether we are a PFIC is a fact-intensive determination made on an annual basis applying principles and methodologies that in some circumstances are unclear and subject to varying interpretation. Our actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. We urge U.S. Holders to consult their own tax advisors regarding the possible application of the PFIC rules in light of their individual circumstances.

We do not expect to pay dividends in the foreseeable future after this Offering. You must rely on price appreciation of the Class A Ordinary Shares for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this Offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Please refer to the section titled “Dividend Policy.” Therefore, you should not rely on an investment in the Class A Ordinary Shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the Class A Ordinary Shares will likely depend entirely upon any future price appreciation of the Class A Ordinary Shares. There is no guarantee that the Class A Ordinary Shares will appreciate in value after this Offering or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in the Class A Ordinary Shares and you may even lose your entire investment in the Class A Ordinary Shares.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law, including the laws of the Cayman Islands. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, including, among others, those listed under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulations,” and other sections in this prospectus, that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

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

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

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

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

USE OF PROCEEDS

We estimate that we will receive net proceeds from this Offering of approximately US$[   ], or approximately US$[   ] if the underwriter exercises its option to purchase additional Class A Ordinary Shares in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. These estimates are based upon an assumed initial Offer Price of US$[   ] per share, being the midpoint of the estimated range of the initial public Offer Price shown on the front cover of this prospectus.

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

Approximately 20% for the enhancement of our service capabilities, including the upgrade of our overseas consulting infrastructure, acquisition of professional tools, and expansion of our global service network.

Approximately 30% for strategic partnerships and potential acquisitions of businesses that complement our existing cross-border consulting, media and commission-based service lines, with the aim of strengthening our market position in key regions. As of the date of this prospectus, no specific acquisition target has been identified;

Approximately 25% for the technology upgrades to improve efficiency and enhance the customer experience across our major business segments;

Approximately 25% for business expansion initiatives and operational scaling, including marketing and promotional activities in overseas markets, talent acquisition, and service diversification. 

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

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

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

DIVIDEND POLICY

For the years ended August 31, 2024 and 2025, we declared dividends of HK$6 million and HK$4 million (US$0.5 million), respectively. On October 16, 2025, Tino Global Limited distributed dividends of HK$8 million (US$1.0 million) exclusively to its shareholder Mr. Chi Yan Chan, who held 100% of the equity of Tino Global Limited at the time. As of the date of this prospectus, all the above declared dividends have been paid.

We do not have a formal dividend policy. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay any indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, our ability to pay dividends on our Ordinary Shares is limited by various factors such as our future financial performance and bank covenants. Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our board of directors may deem relevant.

Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business.

CAPITALIZATION

The following tables set forth our capitalization as of August 31, 2025:

You should read this table together with “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in 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 Offer Price per share and our net tangible book value per share after this Offering. Dilution results from the fact that the initial public Offer Price per share is substantially in excess of the book value per ordinary share attributable to the existing Shareholders for our presently outstanding shares.

Net tangible book value represents the amount of our total assets, excluding goodwill and other intangible assets, less our total liabilities. Our net tangible book value as of August 31, 2025 was HK$15,288,032 (US$1,960,960).

After giving effect to the issuance and sale of [    ] Class A Ordinary Shares in this Offering at an assumed initial public Offer Price of US$[   ] per share (the midpoint of the estimated price range set forth on the cover of this prospectus), and after deducting underwriting discounts and estimated Offering expenses payable by us, our pro forma as adjusted net tangible book value as of August 31, 2025 would have been US$[    ] per outstanding Class A Ordinary Share. This represents an immediate increase in net tangible book value of US$[    ] to existing shareholders and an immediate dilution in net tangible book value of US$[    ] per Class A Ordinary Share to investors purchasing Class A Ordinary Shares in this Offering. The following table illustrates such dilution:

The following table summarizes, on a pro forma as adjusted basis as of August 31, 2025, the total number of Class A Ordinary Shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing Shareholders and by investors in this Offering. The table below reflects an assumed initial public Offering Price of US$[    ] per share (the midpoint of the estimated price range set forth on the cover of this prospectus), for Class A Ordinary Shares purchased in this Offering and excludes underwriting discounts and commissions and estimated Offering expenses payable by us.

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

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

The following statements of operations data and cash flow data for the years ended August 31, 2024 and 2025 and for the six months ended February 28, 2025 and 2026, and balance sheet data as of August 31, 2024 and 2025 and as of February 28, 2026 have been derived from our financial statements included elsewhere in this prospectus. Our financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods. You should read this Financial and Operating Data section together with our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Overview

We are a Cayman Islands holding company. The Company and its subsidiary (collectively, the “Group”) specialize in representing and amplifying the presence of overseas immigration programs, acting as an immigration project marketing and promotion partner across Asian markets. Our core business mainly consists of two parts, namely: (i) market promotion services for immigration projects and (ii) immigration consulting services. We bridge global opportunities with regional demand through targeted strategies and deep market insights.

Since our establishment in 2008, we have deeply cultivated the immigration services industry for over 15 years, building significant brand recognition and industry influence in the Asian market. Backed by a robust and extensive market promotion network, we effectively identify and engage potential clients across diverse channels. Once prospective customers show interest, we also provide direct, professional immigration consulting services to individual clients, offering tailored advice and comprehensive support throughout their immigration journey.

For the six months ended February 28, 2025 and 2026, our total revenue was HK$11,285,458 and HK$12,683,137 (US$1,626,836), respectively. Our gross profit and net income were HK$7,864,903 (US$1,008,813) and HK$4,368,448 (US$560,330), respectively, for the six months ended February 28, 2026, as compared to our gross profit and net income of HK$6,225,237 and HK$3,623,194, respectively, for the six months ended February 28, 2025.

For the years ended August 31, 2024 and 2025, our total revenue was HK$23,685,274 and HK$23,943,147 (US$3,071,130), respectively. Our gross profit and net income were HK$15,351,110 (US$1,969,050) and HK$8,136,324 (US$1,043,626), respectively, for the year ended August 31, 2025, as compared to our gross profit and net income of HK$17,224,499 and HK$8,987,095, respectively, for the year ended August 31, 2024.

We have formulated both short-term and long-term development strategies. In the short term (1-3 years), we will focus on upgrading our digital infrastructure, including enhanced client management systems and project tracking platforms. This technological improvement will strengthen operational efficiency and service quality. Simultaneously, we will deepen our presence in existing markets by selectively adding complementary immigration programs. In the long term (3-5 years), beyond geographical expansion into new markets like Southeast Asian and Middle East Asian, we will develop a comprehensive suite of value-added services tailored to clients’ needs. These will include education consulting, relocation assistance, and wealth management solutions, establishing the Group as a holistic one-stop partner for international living.

Our mission is to diligently connect Asian clients with premier global immigration opportunities through our powerful marketing network and deep market expertise. We are committed to providing end-to-end support—from precise program promotion and lead generation to offering personalized, professional consulting services, ensuring every client receives trustworthy guidance and a seamless journey toward their goals.

A. Operating Results

Key Factors Affecting Our Results

We believe the key factors affecting our financial condition and results of operations consist of the following:

Macro-Economic and Political Environment

The Group’s operational performance is profoundly influenced by the global macroeconomic and geopolitical environment. When major immigration destination countries demonstrate economic stability, social security, and vibrant innovation—such as the U.S. technology sector or the high-quality life in Europe —they continuously attract high-net-worth individuals and professionals seeking identity diversification. Conversely, if social uncertainty in Hong Kong rises, living costs remain high, or global geopolitical tensions escalate, it will stimulate greater “risk-averse” immigration demand among local residents. Meanwhile, currency fluctuations, cross-border capital flow regulations, and global wealth allocation trends also directly impact clients’ decision-making timelines and choice of destination.

Changes in Immigration Policies

Changes in immigration policies across different countries are the most critical factor determining the success or failure of the Group’s business. Policy change can quickly impact market demand and the alignment between client qualifications and program requirements. Policy tightening could lead to project suspensions, while open windows present significant business opportunities.

Competitive Landscape

Competition comes not only from local agencies in Hong Kong, but also from direct rivalry with professional immigration law firms and international consulting firms based in countries such as the United States and European countries like Malta. In today’s highly transparent information environment, clients can easily compare global service resources, making simple price competition no longer advantageous.

Ability of our Group to Meet Customer Demands

The target clients are mostly high-net-worth individuals, entrepreneurs, and families of professionals, whose needs have evolved from merely “obtaining residency” to “achieving global lifestyle and wealth planning.” Clients are concerned about whether their children can gain admission to world-class universities, how to optimize cross-border taxation for their families, the livability of retirement destinations, and the convenience of overseas business expansion. They conduct independent research through government websites, professional forums, and social media, and therefore place extremely high demands on the professionalism, integrity, and long-term service capabilities of immigration agencies.

The sustainability of our revenue and net income will depend upon our ability to remain competitive in the immigration services market and to provide high quality services on a consistent basis.

Ability to Overcome the Lack of Trust in High-Risk Decision-Making

In the high-risk, high-cost decision-making context of immigration services, a lack of trust directly leads to customer hesitation or a shift to competitors, significantly reducing consultation-to-signup conversion rates. Even after signing contracts, clients prone to doubt may frequently challenge the proposed plans or delay document submissions, increasing service costs and the risk of application rejections. In the long term, negative word-of-mouth damages brand reputation and weakens market competitiveness, ultimately manifesting as sluggish revenue growth, rising client attrition, and declining profitability. Conversely, positive word-of-mouth enhances trust and drives better business performance.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated, including the changes in absolute amount and percentage between periods. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of operations for any period are not necessarily indicative of the results that may be expected for any future period.

Six Months Ended February 28, 2026 Compared to Six Months Ended J February 28, 2025

The following table sets forth a summary of our unaudited condensed consolidated statements of operations for the periods indicated:

The Year Ended August 31, 2025 Compared to the Year Ended August 31, 2024

The following table sets forth a summary of our condensed consolidated statements of operations for the periods indicated:

Key Components of Results of Operations

Comparing the six months ended February 28, 2025, with the six months ended February 28, 2026

Revenue

The Group has two revenue streams, Immigration Promotion Services (the “Commission Revenue”) and Immigration Consulting Services (the “Consulting Revenue”). For immigration promotion services, revenue is recognized at the point in time when the end-client (the immigrants) signed the agreement with our customer and made the payment to overseas real estate developers, fund sponsors, or other immigration-related service providers (collectively, the Group’s “customer”), which signals the completion of the Group’s obligations to identify and refer clients. For U.S. projects, commission revenue is followed by an annual service revenue as the second performance obligation in the contract. The transaction price is separately defined in the contract as annual fees. After a client referral is secured, the Group will act as the liaison between the fund sponsor and the end-client, facilitating communication throughout the investment period, which starts on the date when the project partner invests the raised funds into qualifying investments and typically lasts for five years. Revenue is recognized over the service period on a straight-line basis over the investment term, as the Group provides the services continuously throughout the period.

Commission revenue for the six months ended February 28, 2026 increased by HK$5,703,697 (US$731,633), or 91.79%, to HK$11,917,555 (US$1,528,636), compared with HK$6,213,858 for the six months ended February 28, 2025. This was primarily attributable to the increase in the number of end-customers sourced through third-party channels, to which the Group pays commissions, while the volume of end-customers sourced through the Group’s own immigration lectures, where no third-party commissions are incurred, remained broadly stable.

For immigration consulting services, revenue is recognized at the point in time when the Group submits the corresponding form to the customer’s immigration representative lawyer, or when the client receives the final approval for immigration, based on the contract type.

Consulting revenue for the six months ended February 28, 2026 decreased by HK$4,306,018 (US$551,705), or 84.90%, to HK$765,582 (US$98,199), compared with HK$5,071,600 for the six months ended February 28, 2025. This decrease was primarily due to the Group’s workforce and time resources being reallocated to higher-margin commission revenue activities, resulting in a reduction in the lower-margin consulting services.

As a result, for the six months ended February 28, 2026, the Group’s total revenue increased by HK$1,397,679 (US$179,302), or 12.38%, to HK$12,683,137 (US$1,626,835), compared with HK$11,285,458 for the six months ended February 28, 2025.

The geographical location of the Group’s revenue is detailed as follows:

Cost of Revenue

Cost of revenue consists primarily of labor costs, commissions to third-party promoters, lawyer fees, and all other costs directly related to generating revenue, which could fluctuate as a result of changes in region, time, and inflation. For the six months ended February 28, 2026, the total cost of revenue decreased by HK$241,987, or 4.78%, to HK$4,818,234 (US$618,023), compared with HK$5,060,221 for the six months ended February 28, 2025.

For Commission Revenue, costs increased by HK$3,886,505, or 1,986.31%, to HK$4,082,170 (US$523,610) for the six months ended February 28, 2026, compared with HK$195,665 for the six months ended February 28, 2025. This was primarily due to the significant increase in the number of end-customers sourced through third-party channels, for which the Group incurred commission expenses payable to such channels, whereas in the prior corresponding period, the majority of commission revenue was generated from self-sourced end-customers with no third-party commission costs.

For Consulting Revenue, costs decreased by HK$4,128,492, or 84.87%, to HK$736,064 (US$94,413) for the six months ended February 28, 2026, compared with HK$4,864,556 for the six months ended February 28, 2025, generally in line with the decrease in the Group’s consulting revenue during the period.

Gross Profit

Gross profit for the six months ended February 28, 2026 increased by HK$1,639,666, or 26.34%, to HK$7,864,903 (US$1,008,812), compared with HK$6,225,237 for the six months ended February 28, 2025. For Commission, gross margin for the six months ended February 28, 2026 was 65.75%, compared to 96.85% for the six months ended February 28, 2025.

For Consulting, gross margin for the six months ended February 28, 2026 was 3.86%, compared to 4.08% for the six months ended February 28, 2025.

Operating Expenses

Total operating expenses increased by HK$530,216 (US$68,046), or 24.64%, to HK$2,681,713 (US$343,977) for the six months ended February 28, 2026 from HK$2,151,497 for the six months ended February 28, 2025. This change was primarily due to the increase in general and administrative expenses, which was partially offset by the decrease in selling and marketing expenses.

Sales and Marketing Expenses

Selling and marketing expenses decreased by HK$328,593 (US$42,092), or 24.76%, to HK$998,452 (US$128,069) for the six months ended February 28, 2026 from HK$1,327,045 for the six months ended February 28, 2025, primarily due to the increased number of directly introduced customers, which reduced the need for marketing activities.

General and Administrative Expenses

General and administrative expenses increased by HK$1,010,058 (US$129,558), or 122.51%, to HK$1,834,510 (US$235,308) for the six months ended February 28, 2026 from HK$824,452 for the six months ended February 28, 2025, primarily due to the professional fees for the six-month review.

Operating Profit

The Group’s operating profit increased by HK$958,200 (US$122,906), or 23.52%, to HK$5,031,940 (US$645,436) for the six months ended February 28, 2026 from HK$4,073,740 for the six months ended February 28, 2025.

Interest Income

The Group’s interest income decreased by HK$58,022 (US$7,429), or 87.58%, from HK$66,249 for the six months ended February 28, 2025 to HK$8,227 (US$1,055) for the six months ended February 28, 2026, primarily due to the interest income from a short-term loan to a third party that occurred and was repaid during fiscal year 2025.

Other Income (Expense)

The Group’s other income (expense) decreased by HK$6,250 (US$802), from nil for the six months ended February 28, 2025 to an expense of HK$6,250 (US$802) for the six months ended February 28, 2026, sourced from the stamp duty arising from the acquisition of Tino Group Limited to Tino Global Limited.

(Losses) Gains from Fair Value Change of Investments

The Group’s losses from fair value change of investments decreased by HK$7,223 (US$926), or 60.49%, from HK$11,941 for the six months ended February 28, 2025 to HK$4,718 (US$605) for the six months ended February 28, 2026.

Income before Income Tax

The Group’s income before income tax increased by HK$901,152 (US$115,589), or 21.83%, to HK$5,029,200 (US$645,084) for the six months ended February 28, 2026 from HK$4,128,048 for the six months ended February 28, 2025.

Income Tax Expense

The Group’s income tax expense amounted to HK$660,752 (US$84,754) for the six months ended February 28, 2026, and HK$504,854 for the six months ended February 28, 2025. Under the two-tiered profits tax rates regime, the first HK$2,000,000 of taxable profits of the qualifying group entity will be taxed at 8.25%, and taxable profits above HK$2,000,000 will be taxed at 16.5%.

Net Income

The Group’s net income increased by HK$745,254 (US$95,592), or 20.57%, to HK$4,368,448 (US$560,330) for the six months ended February 28, 2026 from HK$3,623,194 for the six months ended February 28, 2025.

Taxation

Cayman Islands

Tino Group Limited is incorporated in the Cayman Islands. Under the laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. Additionally, upon payment of dividends by us to our shareholders, no withholding tax will be imposed.

Hong Kong

The Company’s subsidiary, Tino Global, is incorporated in Hong Kong and is subject to the Hong Kong profits tax rate. Under the two-tiered profits tax rates regime, the first 2 million Hong Kong Dollar of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2,000,000 will be taxed at 16.5%. Additionally, upon payments of dividends by us to its shareholders, no HK withholding tax will be imposed.

For the six months ended February 28, 2026, income tax expense for the Group was HK$660,752 (US$84,754), compared to HK$504,854 for the six months ended February 28, 2025.

Comparing the year ended August 31, 2024 with the year ended August 31, 2025

Revenue

The Group has two revenue streams, Immigration Promotion Services (the “Commission Revenue”) and Immigration Consulting Services (the “Consulting Revenue”). For immigration promotion services, revenue is recognized at the point in time when the end-client (the immigrants) signed the agreement with our customer and made the payment to overseas real estate developers, fund sponsors, or other immigration-related service providers (collectively, the Group’s “customer”), which signals the completion of the Group’s obligations to identify and refer clients. For U.S. projects, commission revenue is followed by an annual service revenue as the second performance obligation in the contract. The transaction price is separately defined in the contract as annual fees. After a client referral is secured, the Group will act as the liaison between the fund sponsor and the end-client, facilitating communication throughout the investment period, which starts on the date when the project partner invests the raised funds into qualifying investments and typically lasts for five years. Revenue is recognized over the service period on a straight-line basis over the investment term, as the Group provides the services continuously throughout the period.

Commission revenue for the year ended August 31, 2025 decreased by HK$5,622,415 (US$721,174), or 26.54%, to HK$15,560,450 (US$1,995,902), compared with HK$21,182,865 for the year ended August 31, 2024. This was largely attributable to weakened confidence among prospective immigrants, a trend driven by the uncertainty in U.S. immigration policy following the national election. Commission revenue, excluding Annual fees, from the U.S. region for 2025 decreased by HK$5,446,804 (US$698,649), or 37.6%, to HK$9,039,695 (US$1,159,500), compared with HK$14,486,498 in 2024.

For immigration consulting services, revenue is recognized at the point in time when the Group submits the corresponding form to the customer’s immigration representative lawyer, or when the client receives the final approval for immigration, based on the contract type.

Consulting revenue for 2025 increased by HK$5,880,288 (US$754,251), or 234.99%, to HK$8,382,697 (US$1,075,228), compared with HK$2,502,409 in 2024. This growth was achieved as the Group strategically responded to a decline in immigrant confidence following U.S. election-driven immigration policy shifts by offering a greater volume of lower-margin consulting services to attract clients. Consulting revenue from the U.S. region for 2025 increased by HK$5,047,401 (US$647,418), or 211.43%, to HK$7,434,677 (US$953,628), compared with HK$2,387,275 in 2024.

As a result, for fiscal year 2025, the Group’s total revenue increased by HK$257,873 (US$33,077), or 1.09%, to HK$23,943,147 (US$3,071,130), compared with HK$23,685,274 in 2024.

The Group’s clients are primarily overseas institutions, including EB-5 fund companies and property project developers, originating from countries such as the United States, Malta, and Greece, as well as individual clients for consulting services. For the years ended August 31, 2024 and 2025, the Group introduced 173 and 190 immigration candidates, respectively, of which U.S. projects accounted for 53% and 59%; Malta projects accounted for 32% and 29%; Greece projects accounted for 6% and 5%; and other countries accounted for 9% and 7%. These immigration candidates primarily came from Mainland China, the United States, Hong Kong, and other Asian countries, with the proportions for the year ended August 31, 2024 being 54%, 34%, 5%, and 7%, respectively, and for the year ended August 31, 2025 being 55%, 36%, 3%, and 6%, respectively.

The geographical location of the Group’s revenue is detailed as follows:

Cost of Revenue

Cost of revenue consists primarily of labor costs, commissions to the third-party promoters, lawyer fees, and all other costs directly related to generating revenue, which could fluctuate as a result of changes in region, time, and inflation. For the year ended August 31, 2025, the total cost of revenue increased by HK$2,131,262 (US$273,372), or 32.99%, to HK$8,592,037 (US$1,102,080), compared with HK$6,460,775 in 2024.

For Commission Revenue, costs decreased by HK$3,281,358 (US$420,892), or 84.87%, to HK$584,750 (US$75,004) in 2025, compared with HK$3,866,107 in 2024, driven by a strategic shift to reduce reliance on third-party channels and prioritize client follow-up by the Group’s internal teams.

For Consulting Revenue, costs increased by HK$5,412,619 (US$694,264), or 208.61%, to HK$8,007,287 (US$1,027,076) in 2025, compared with HK$2,594,668 in 2024, in direct response to the expansion of the Group’s consulting clientele.

Gross Profit

Gross profit for 2025 decreased by HK$1,873,389 (US$240,295), or 10.88%, to HK$15,351,110 (US$1,969,050), compared with HK$17,224,499 in 2024. For Commissions, gross margin for 2025 was 96.24%, compared to 81.75% for 2024, as a result of the Group’s strategic shift to reduce the reliance on the third-party project promoters.

For Consulting, gross margin for 2025 was 4.48%, compared to a negative 3.69% for 2024, mainly due to the Group’s strategic shift to offer a greater volume of lower-margin consulting services to attract clients and cut off the portion with negative gross profit.

Operating Expenses

Total operating expenses decreased by HK$233,289 (US$29,923), or 3.5%, to HK$6,439,273 (US$825,950) in 2025 from HK$6,672,562 in 2024. This change was primarily due to a decrease in external market advertising efforts, which was led by the Group’s strategic shift to reduce the reliance on external sales channels and instead focus on independent and autonomously seeking out customers, and was offset by the increase in general and administrative expenses.

Sales and Marketing Expenses

Selling and marketing expenses decreased by HK$1,121,295 (US$143,826), or 29.3%, to HK$2,706,010 (US$347,093) in 2025 from HK$3,827,305 in 2024, primarily due to a strategic shift in the Group’s marketing approach: reducing the number of outsourced roadshows as a result of their lower customer conversion rates, and reallocating resources towards providing more consulting services to drive conversions.

General and Administrative Expenses

General and administrative expenses increased by HK$888,006 (US$113,902), or 31.21%, to HK$3,733,263 (US$478,857) in 2025 from HK$2,845,257 in 2024, which mainly resulted from (i) professional fees incurred for extensive immigration legal consultations; and (ii) expenditures for office refurbishment.

Operating Profit

The Group’s operating profit decreased by HK$1,640,100 (US$210,372), or 15.54%, to HK$8,911,837 (US$1,143,100) for the year ended August 31, 2025 from HK$10,551,937 for the year ended August 31, 2024.

Interest Income

The Group’s interest income increased by HK$54,445 (US$6,984), or 219.9%, from HK$24,759 for the year ended August 31, 2024 to HK$79,204 (US$10,159) for the year ended August 31, 2025. This increase was primarily due to interest from a short-term loan which was issued and repaid within fiscal year 2025.

Other Income

The Group’s other income increased by HK$38,969 (US$4,998), from nil for the year ended August 31, 2024 to HK$38,969 (US$4,998) for the year ended August 31, 2025.

(Losses) Gains from Fair Value Change of Investments

The Group’s (losses) gains from fair value change of investments increased by HK$517,040 (US$66,319), from a negative HK$16,205 for the year ended August 31, 2024 to HK$500,835 (US$64,241) for the year ended August 31, 2025.

Income before Income Tax

The Group’s income before income tax decreased by HK$1,029,646 (US$132,070), or 9.75%, to HK$9,530,845 (US$1,222,498) for the year ended August 31, 2025 from HK$10,560,491 for the year ended August 31, 2024.

Income Tax Expense

The Group’s income tax expense amounted to HK$1,394,521 (US$178,872) for the year ended August 31, 2025, and HK$1,573,396 for the year ended August 31, 2024. Under the two-tiered profits tax rates regime, the first HK$2,000,000 of taxable profits of the qualifying group entity will be taxed at 8.25%, and taxable profits above HK$2,000,000 will be taxed at 16.5%.

Net Income

The Group’s net income decreased by HK$850,771 (US$109,126), or 9.47%, to HK$8,136,324 (US$1,043,626) for the year ended August 31, 2025 from HK$8,987,095 for the year ended August 31, 2024.

Taxation

Cayman Islands

Tino Group Limited is incorporated in the Cayman Islands. Under the laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. Additionally, upon payment of dividends by us to our shareholders, no withholding tax will be imposed.

Hong Kong

The Company’s subsidiary, Tino Global, is incorporated in Hong Kong and is subject to the Hong Kong profits tax rate. Under the two-tiered profits tax rates regime, the first 2 million Hong Kong Dollar of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2,000,000 will be taxed at 16.5%. Additionally, upon payments of dividends by us to its shareholders, no HK withholding tax will be imposed.

For the year ended August 31, 2025, income tax expense for the Group was HK$1,394,521 (US$178,872), compared to HK$1,573,396 for the year ended August 31, 2024.

B. Liquidity and Capital Resources

Our primary sources of liquidity have been net proceeds from operations, cash flow from net income, which have historically been sufficient to meet our working capital and substantially all our capital expenditure requirements. As of August 31, 2024 and 2025, and February 28, 2026, we had cash and cash equivalents of HK$7,223,268 and HK$14,892,605 (US$1,910,239), and HK$5,958,950 (US$764,340), respectively.

Based on our current level of operations and available cash, we believe that we have sufficient liquidity to fund our projected working capital requirements and capital spending requirements at least for the next 12 months. However, we may require additional cash resources due to changing business conditions or other future developments, including any investments or acquisitions we may decide to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may seek to borrow from banks and from cash generated from operating activities. If we were unable to obtain additional loans or cash as required, our business, operations and prospects, and our ability to maintain our desired level of revenue growth may suffer materially.

Our future capital requirements depend on many factors, including our growth rate, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our market, the expansion of our businesses, and the expansion and penetration of our business into different geographies. To enhance our liquidity position or increase our cash reserve for future investments or operations through additional financing activities, we may in the future seek equity financing instruments.

Use of Proceeds:

We intend to use the net proceeds from this offering in the following manner:

Approximately 20% for the enhancement of our service capabilities, including the upgrade of our overseas consulting infrastructure, acquisition of professional tools, and expansion of our global service network.

Approximately 30% for strategic partnerships and potential acquisitions of businesses that complement our existing cross-border consulting, media and commission-based service lines, with the aim of strengthening our market position in key regions;

Approximately 25% for the technology upgrades to improve efficiency and enhance the customer experience across our major business segments;

Approximately 25% for business expansion initiatives and operational scaling, including marketing and promotional activities in overseas markets, talent acquisition, and service diversification.

Comparing the six months ended February 28, 2025 with the six months ended February 28, 2026

Cash Flow

The following table sets forth a summary of our cash flows for the six months ended February 28, 2025 and 2026, respectively:

Operating Activities

Net cash provided by operating activities decreased by HK$5,801,313 (US$ 744,121), or 80.22%, to HK$1,430,439 (US$183,479) for the six months ended February 28, 2026 from HK$7,231,752 for the six months ended February 28, 2025. This was primarily due to (i) the Group settled most of the historical operational receivables before the beginning of the period, or before August 31, 2025; (ii) the Group settling most of the historical operational payables during the six months ended February 28, 2026; (iii) the Group’s decrease in account receivables due to its accelerated collection efforts; (iv) the Group’s settlement of other payables; and (v) partially offset by the increase in the Group’s account payables, which is counted as operating liabilities.

Net cash provided by operating activities was HK$7,231,752 for the six months ended February 28, 2025, which mainly consists of net income of HK$3,623,194 and changes in operating assets and liabilities, including:

Operating assets: (1) accounts receivable decreased by HK$4,759,296; (2) contract assets increased by HK$438,557; and (3) prepayments and other current assets increased by HK$403,550 for the six months ended February 28, 2025.

Operating liabilities: (4) accounts payable decreased by HK$1,831,617; (5) contract liabilities increased by HK$368,163; (6) taxes payable increased by HK$487,882; (7) lease liabilities decreased by HK$104,990; and (8) amount due to related parties increased by HK$658,000 for the six months ended February 28, 2025.

Net cash provided by operating activities was HK$930,440 (US$119,345) for the six months ended February 28, 2026, which mainly consists of net income of HK$4,368,448 (US$560,330) and changes in operating assets and liabilities, including:

Operating assets: (1) accounts receivable increased by HK$1,507,413 (US$193,352); (2) contract assets increased by HK$60,635 (US$7,777); and (3) prepayments and other current assets increased by HK$ 311,123 (US$39,907) for the six months ended February 28, 2026.

Operating liabilities: (4) accounts payable increased by HK$2,046,340 (US$262,479); (5) contract liabilities increased by HK$279,132 (US$35,803); (6) salary and welfare payable increased by HK$157,500 (US$20,202); (7) taxes payable increased by HK$561,388 (US$72,008); (8) lease liabilities decreased by HK$35,537 (US$4,558); (9) other payables decreased by HK$1,792,661 (US$229,940); and (10) amount due to related parties decreased by HK$2,980,000 (US$382,238) for the six months ended February 28, 2026.

Investing Activities

Net cash provided by investing activities increased by HK$4,358,686 (US$128,493) to HK$2,465,670 (US$316,266) for the six months ended February 28, 2026, compared with negative HK$1,893,016 for the six months ended February 28, 2025, primarily due to the increase in repayments from related parties and third parties of HK$3,337,243 (US$428,060) and the decreased amount of cash paid in acquiring new investments of HK$1,151,223 (US$147,665), which then partly offset by the increased amount of advances to third party of HK$500,000 (US$64,134).

Financing Activities

Net cash used in financing activities increased by HK$13,143,261 (US$1,685,855), from cash inflow of HK$313,497 for the six months ended February 28, 2025 to cash outflow of HK$12,829,765 (US$1,645,644) for the six months ended February 28, 2026, which was due to (i) financing-activities-related related party balance decreased by HK$703,527 (US$90,240); (ii) deferred offering cost increased by HK$3,668,377 (US$470,534); and (iii) Dividend paid increased by HK$8,771,358 (US$1,125,081).

Leased Properties

The Group has one operating lease for office space from 2022 to 2025 and from 2025 to 2028. The right-of-use assets and the lease liabilities of the Group as of August 31, 2025 (Audited) and February 28, 2026 (Unaudited) were set out below:

Comparing the year ended August 31, 2024 with the year ended August 31, 2025

Cash Flow

The following table sets forth a summary of our cash flows for the years ended August 31, 2024 and 2025, respectively:

Operating Activities

Net cash provided by operating activities increased by HK$ 7,255,479 (US$930,643), or 78.75%, for the year ended August 31, 2025, compared with the year ended August 31, 2024. This was primarily due to the Group’s enhanced collection efforts, which accelerated customer repayments and reduced accounts receivable balances.

Net cash provided by operating activities was HK$9,213,790 for the year ended August 31, 2024, which mainly consists of Net income of HK$8,987,095 and changes in operating assets and liabilities, including:

Operating assets: (1) Accounts receivable increased by HK$1,982,848; (2) Contract assets increased by HK$341,529; and (3) Prepayments and other current assets increased by HK$1,348,542 for the year ended August 31, 2024.

Operating liabilities: (4) Accounts payable decreased by HK$762,248; (5) Contract liabilities increased by HK$492,906; (6) Taxes payable increased by HK$1,573,396; (7) Other payables increased by HK$1,169,355; (8) Lease liabilities decreased by HK$203,794; and (9) Amount due to related parties increased by HK$1,416,000 for the year ended August 31, 2024.

Net cash provided by operating activities was HK$16,469,269 (US$2,112,474) for the year ended August 31, 2025, which mainly consists of Net income of HK$8,136,324 (US$1,043,626) and changes in operating assets and liabilities, including:

Operating assets: (1) Accounts receivable decreased by HK$5,429,451 (US$696,423); (2) Contract assets increased by HK$492,316 (US$63,148); and (3) Prepayments and other current assets decreased by HK$810,003 (US$103,897) for the year ended August 31, 2025.

Operating liabilities: (4) Accounts payables decreased by HK$1,626,055 (US$208,570); (5) Contract liabilities decreased by HK$274,136 (US$35,163); (6) Taxes payable increased by HK$1,371,892 (US$175,969); (7) Other payables increased by HK$2,254,941 (US$289,236); (8) Lease liabilities decreased by HK$194,097 (US$24,896); and (9) Amount due to related parties increased by HK$1,348,000 (US$172,905) for the year ended August 31, 2025.

Investing Activities

Net cash used in investing activities increased by HK$4,055,527 (US$520,193), or 299.96%, to HK$5,407,572 (US$693,617) for the year ended August 31, 2025, compared with HK$1,352,045 for the year ended August 31, 2024, which was primarily due to (i) Advances to parties increased by HK$2,353,714 (US$301,905) and (ii) Cash paid to acquire investments increased by HK$1,958,359 (US$251,194).

Financing Activities

Net cash used in financing activities decreased by HK$738,358 (US$94,707), or 17.87%, to HK$3,392,360 (US$435,129) for the year ended August 31, 2025, compared with HK$4,130,718 for the year ended August 31, 2024, which was primarily due to decrease in dividends paid in cash of HK$2,051,392 (US$263,127), and offset by the increase in deferred offering cost of HK$389,515 (US$49,962) and the increase in repayments to related parties of HK$567,100 (US$72,741).

Leased Properties

The Group has one operating lease for office space from 2022 to 2025 and from 2025 to 2028. The right-of-use assets and the lease liabilities of the Group as of August 31, 2024 and 2025 were set out below:

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates, and assumptions. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates and assumptions on our own historical data and other assumptions that we believe are reasonable after considering our circumstances and expectations for the future based on available information. We evaluate these estimates and assumptions on an ongoing basis.

The critical accounting policies, judgments, and estimates that we believe to have the most significant impact on our consolidated financial statements are described below, which should be read in conjunction with our consolidated financial statements and accompanying notes and other disclosures included in this prospectus. When reviewing our financial statements, you should consider: 

We consider an accounting policy to be critical if they require a higher degree of judgment than others in their application. Our significant accounting policies include revenue recognition, impairment of long-lived assets, income taxes, which are fully described in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We consider our critical accounting estimates include (i) Allowance for credit losses and (ii) impairment of long-lived assets as follows:

Allowance for Credit Losses

Accounts receivable is stated at the original amount less an allowance for credit losses. Accounts receivable is recognized in the period when we have provided services to its customers and when its right to consideration is unconditional. On January 1, 2023, we adopted ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement on Credit Losses on Financial Instruments”, including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for credit losses, which replaces the previously incurred loss impairment model. We use aging schedule method in the current expected credit loss model (“CECL model”) to estimate the expected credit losses. Our estimation of allowance for credit losses considers factors such as historical credit losses experience, age of receivable balances, current market conditions, reasonable and supportable forecasts of future economic conditions, in combination with assessing receivable collectability on an individual basis and applying current situation adjustment. Accounts receivable balances are written off after all collection efforts have been exhausted.

As of August 31, 2024 and 2025, and February 28, 2026, the Group’s allowances for credit losses of accounts receivable were both nil. The Group maintained no allowance for credit losses on accounts receivable, as all balances were considered fully collectible based on historical experiences and customer creditworthiness.

Impairment of Long-Lived Assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will affect the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets.

Internal Control over Financial Reporting

As a Company with less than $1.07 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We have elected to take advantage of such exemptions.

In the course of preparing and auditing our consolidated financial statements included elsewhere in this prospectus, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. The material weaknesses identified relate to our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address U.S. GAAP technical accounting issues and prepare and review financial statements and related disclosures in accordance with U.S. GAAP and reporting requirements set forth by the SEC.

We are in the process of implementing measures designed to improve our internal control over financial reporting and remediate the material weakness. This includes implementing new information technology and systems for the preparation of financial statements, implementing additional review procedures within our accounting and finance department, and hiring additional staff and engaging external accounting experts to support improving our accounting processes and procedures, and supplement our internal resources in our computation processes.

C. Quantitative and Qualitative Disclosures about Market Risks

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.

Liquidity Risk

Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand, our operating performance, market conditions, our credit rating, and other factors, and we may not be able to raise needed cash on terms acceptable to us or at all. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, as well as on our ability to timely repay existing commitments.

Credit Risk

Credit risk is controlled by the application of credit approvals, limits, and monitoring procedures. We manage credit risk through in-house research and analysis of the economy and the underlying obligors and transaction structures. We identify credit risk collectively based on industry, geography, and customer type. In measuring the credit risk of our sales to our customers, we mainly reflect the “probability of default” by considering the current financial position of the customer and the current and likely future exposures to the customer.

Inflation Risk

Inflationary factors, such as increases in personnel and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of profit margin and operating expenses as a percentage of sales revenue if the revenues do not increase with such increased costs.

Interest Rate Risk

We are exposed to interest rate risk on our interest-bearing assets and liabilities. As part of our asset and liability risk management, we review and take appropriate steps to manage our interest rate exposures on our interest-bearing assets and liabilities. We have not been exposed to material risks due to changes in market interest rates and have not used any derivative financial instruments to manage the interest risk exposure during the years ended August 31, 2024 and 2025, and during the six months ended February 28, 2026.

Concentration Risk of Customer

We have in the past derived, and believe that we will continue to derive, a significant portion of our total net revenue from a limited number of customers. For the year ended August 31, 2024, two major clients contributing 29% of total sales, with sales amounts of HK$4,579,100 and HK$2,483,868, respectively. For the year ended August 31, 2025, revenue concentration remained material, with two major clients contributing 26% of total sales, with sales amounts of HK$3,748,035 (US$480,752) and HK$2,455,587 (US$314,972), respectively.

The Group has been endeavoring to mitigate the risk of customer concentration. For the six months ended February 28, 2026, as a result of management’s sustained efforts, the Group had only one client contributing over 10% of the total sales, with sales amounts of HK$1,497,427 (US$192,071).

Mitigating the concentration risk of customers will require continued efforts over time, and there can be no assurance that the Group’s net revenue will not remain highly dependent on a limited number of customers that account for a significant percentage of its total area committed. 

Concentration Risk of Supplier

We have historically derived, and expect to continue to derive, a significant portion of our total net revenue from a select group of suppliers. For the year ended August 31, 2024, two key suppliers accounted for over 10% of the Group’s total purchasing (including both operating expenses and cost of goods sold), with amounts of HK$6,163,240 (US$790,544, or 52%) and HK$1,585,974 (US$203,429, or 13%), respectively. For the year ended August 31, 2025, the purchase amounts concentration remained material, with one major supplier contributing HK$9,915,017 (US$1,271,776), or 70% of the total purchasing.

For the six months ended February 28, 2026, in light of management's efforts to diversify the supplier base, the Group had three major suppliers accounting for 23%, 14%, and 12% of the Group’s total purchases, with purchase amounts of HK$1,734,516 (US$222,482), HK$1,014,091 (US$130,075), and HK$896,297 (US$114,966), respectively.

Although the Group has established stable cooperative relationships with its major suppliers, any operational fluctuations or disruptions in cooperation with these key suppliers may adversely affect the stability of the Group’s supply chain.

Consequently, the Group’s revenue and growth are heavily reliant on a limited number of key customers and suppliers, creating significant concentration risks. In both fiscal year 2024 and 2025, and the first half of fiscal year 2026, a few suppliers accounted for a major share of purchases. This dependency underscores the importance of retaining existing customers, securing new clients, and diversifying the supplier base to mitigate potential disruptions. Failure to maintain these key relationships or a significant reduction in orders from major customers could have a severe negative impact on the Group’s financial performance and future growth prospects. Therefore, strategic efforts to expand the customer base and strengthen supplier relationships are critical for long-term sustainability.

OUR CORPORATE STRUCTURE AND HISTORY

Corporate Structure

Our Company is a holding company with no operations of its own. We conduct our operations through our wholly-owned Operating Subsidiary. This is an offering of the Class A Ordinary Shares of Tino Group Limited, a Cayman Islands exempted company with limited liability, instead of the shares in our Operating Subsidiary.

Because we are incorporated under the laws of Cayman Islands, you may encounter difficulty protecting your interests as a shareholder, and your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections titled “Risk Factors” and “Enforcement of Civil Liabilities” for more information.

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands on September 12, 2025, as a holding company. We operate our business primarily through our indirectly wholly-owned Operating Subsidiary, Tino Global Limited.

Tino Global Limited (formerly known as Ying Chan & Associates Limited) was incorporated in Hong Kong on May 23, 2008. After establishment, Tino Global Limited initially provided legal advisory services for U.S. immigration. In 2013, it strategically shifted its focus to promoting U.S. immigration programs, capitalizing on the growing demand in the Asian market. In 2017, in response to evolving market trends, Tino Global Limited diversified its service offerings by expanding its program portfolio beyond the U.S. to include other popular immigration destinations such as Greece, Malta, Turkey, Singapore and Japan.

On September 12, 2025, for purposes of our reorganization, we established Tino Group Limited, as our holding company in the Cayman Islands.

On October 28, 2025, A2Z Assets Limited transferred 22,960,000 Class B Ordinary Shares to Mr. Chi Yan Chan, who held 100% equity interests of Tino Global Limited on trust for and on behalf of Mr. Qin Chen at that time.

On October 28, 2025, our Company further allotted and issued 5,040,000 Class A Ordinary Shares to Mr. Chi Yan Chan. On December 9, 2025, Mr. Chi Yan Chan transferred 1,204,000 Class A Ordinary Shares to LMZ Assets Limited, 1,176,000 Class A Ordinary Shares to YHM Assets Limited, and 1,344,000 Class A Ordinary Shares to Ms. Yiu Kam To.

On December 1, 2025, Tino Group Limited obtained 100% of the equity interests of Tino Global Limited using a nominal price of HKD1 from Mr. Chi Yan Chan, who held 100% of the equity interests of Tino Global Limited on trust for and on behalf of Mr. Qin Chen at the time. As a result, Tino Global Limited became the wholly owned subsidiary of Tino Group Limited.

On December 9, 2025, as a result of the termination of the trust arrangement between Mr. Chi Yan Chan and Mr. Qin Chen, Mr. Chi Yan Chan transferred all of his 22,960,000 Class B Ordinary Shares to A2Z Assets Limited, which is wholly-owned by Mr. Qin Chen. 

The chart below illustrates our corporate structure and identifies our subsidiaries prior to and after our Group’s initial public offering:

INDUSTRY OVERVIEW

The information contained in this section and elsewhere in the prospectus have been derived from various official government and other publications generally believed to be reliable and the market research report prepared by T&H Consulting Services Co,. Limited and commissioned by our Company. All information and data presented in this section is derived from T&H Consulting Services Co,. Limited industry report, unless otherwise noted. The following discussion includes projections for future growth, which may not occur at the rates that are projected or at all.

Overview of Economic Development in the Asian Region

Sustained Economic Growth in East Asia and the Pacific

Despite increasing uncertainty in global economic growth, the East Asia and Pacific region has continued to expand its overall economic output, demonstrating strong economic resilience. The region’s total GDP was approximately USD 27.32 trillion in 2019, rising to USD 31.88 trillion in 2024, and is expected to further increase to USD 36.08 trillion by 2028, representing a compound annual growth rate (CAGR) of approximately 3.14% from 2019 to 2028.

Source: World Bank, TH Consulting

Economies within the East Asia and Pacific region continue to advance industrial upgrading and technological innovation, driving higher household income levels and accelerated wealth accumulation. The region remains a key engine of global economic growth. As the middle class expands and awareness of cross-border investment increases, there has been a notable rise in demand for overseas asset allocation, education, and high-skilled migration, providing a solid foundation for the sustained development of the investment migration and related service industries.

Steady Growth in Per Capita Disposable Income of Chinese Residents

In recent years, the per capita disposable income of Chinese residents has steadily increased. According to publicly available data, the national per capita disposable income was approximately RMB 30,733 in 2019, and that of urban residents was about RMB 42,359. By 2024, these figures had risen to RMB 41,314 and RMB 54,188, respectively. It is estimated that by 2028, the national and urban per capita disposable incomes will reach RMB 52,355 and RMB 66,117, respectively. Overall, from 2019 to 2028E, both indicators are expected to maintain moderate growth, with compound annual growth rates (CAGR) of approximately 6.1% and 5.1%, respectively, reflecting the continued improvement in household income levels and consumer purchasing power.

With industrial upgrading, improved employment quality, and the enhancement of the social security system, residents’ wealth accumulation and consumption capacity have steadily strengthened. The middle- and high-income groups have expanded rapidly, leading to a notable increase in demand for wealth management, educational investment, international healthcare, and global asset allocation. This, in turn, has driven multi-dimensional cross-border mobility in areas such as investment migration, education migration, and identity planning. Overall, rising income levels have not only enhanced residents’ sense of economic security but also encouraged Chinese households to participate more actively in global development opportunities.

Source: National Bureau of Statistics, TH Consulting

Steady Growth in the Number of Wealthy Households in China

The number of wealthy households in China has maintained steady growth overall. In 2019, there were approximately 6.92 million wealthy households in China, increasing to about 7.19 million by 2024. It is estimated that by 2028, the number will reach approximately 7.42 million, representing a compound annual growth rate (CAGR) of around 0.78% from 2019 to 2028.

With the rise in disposable income, diversification of asset allocation, and growing awareness of wealth management, the number of mid- to high-net-worth individuals in China has steadily increased, driving the continuous expansion of the wealthy household segment. Despite short-term uncertainties arising from slower economic growth and global market volatility, in the long term, the overall number of wealthy households in China is expected to maintain moderate growth, forming a stable market foundation for investment migration, asset planning, and global wealth management services.

Source: Hurun Wealth Report, TH Consulting

Overview of Global Migration Development

Continued Growth in Global Migration Scale

The current global migration landscape is characterized by sustained growth in scale, diversification of migration types, and a widening range of destinations. According to data from the United Nations, the global international migrant population has exceeded 304 million, accounting for 3.7% of the world’s total population, and has become an important driving force for global economic, social, and cultural exchange. Economic globalization, population aging, internationalization of education, and regional security conditions are the main driving factors. North America remains the most attractive migration destination, with the United States and Canada maintaining their advantages through investment immigration and high-skilled talent programs. Meanwhile, European countries attract mid- to high-end migrants through golden visa schemes, entrepreneurship visas, and family reunification policies.

At the same time, global immigration policies are undergoing structural optimization. On one hand, developed countries are generally tightening the admission of low-skilled labor; on the other hand, they are encouraging the inflow of capital, talent, and innovation-driven migrants. The application of digital and intelligent technologies is reshaping immigration management systems, enhancing both efficiency and transparency.

Overall, the global migration landscape is expected to evolve toward “high-quality mobility,” with high-skilled, investment-oriented, and education-driven migration becoming the mainstream. Destination countries are also shifting from traditional immigration hubs toward a more multipolar global structure.

Source: UN DESA, TH Consulting

Global Immigration Inflows and Outflows

According to data from the United Nations, the international migrant population from major source countries has continued to grow between 1990 and 2024. India has long ranked first globally, with the number of emigrants increasing from approximately 6.57 million in 1990 to around 18.53 million in 2024. Mexico, the Russian Federation, and China follow closely, with migrant populations reaching approximately 11.60 million, 9.13 million, and 11.70 million, respectively, in 2024. Countries such as the Syrian Arab Republic, Bangladesh, Pakistan, Ukraine, the Philippines, and Afghanistan have also experienced significant increases in emigration, with particularly sharp growth observed in Syria and Ukraine, reflecting the profound impact of geopolitical and economic factors on international population flows. Overall, Asian countries have taken a leading position in global emigration patterns, serving as the main driving force behind the continued expansion of global migration.

Source: UN DESA，TH Consulting

Source: UN DESA, TH Consulting

According to data from the United Nations, the international migrant population in major destination countries has continued to grow. The United States has long ranked first globally, with the number of international migrants increasing from approximately 23.27 million in 1990 to around 52.38 million in 2024, maintaining its position as the world’s largest immigrant-receiving country. Germany and Saudi Arabia ranked second and third, with approximately 16.75 million and 13.68 million international migrants, respectively. Countries such as the United Kingdom, France, Spain, Canada, the United Arab Emirates, and Australia have also attracted large numbers of international migrants, each hosting more than 8 million migrants as of 2024.

In recent years, as global demand for asset diversification has increased and the trend of wealth globalization among high-net-worth individuals has accelerated, investment migration has gradually become an important driver of international migration growth. Developed economies such as the United States, Canada, Australia, and the United Kingdom have attracted a large number of high-net-worth applicants through various visa and residence programs. Meanwhile, several European and Middle Eastern countries, including Spain, Portugal, Greece, and the United Arab Emirates, have introduced investment residency and property-based immigration schemes to promote capital inflows and support economic recovery.

Migration Development Scale in Asia and China

Asia has become one of the most dynamic regions for cross-border population movement globally, with the number of international migrants rising from approximately 54.2 million in 1990 to about 111 million in 2020, representing a compound annual growth rate (CAGR) of around 3.21%. It is projected that by 2028, this figure will further increase to approximately 133 million. Currently, Asia serves as both a major source and destination for international migration, characterized by a “two-way flow” pattern. On one hand, East and South Asian countries such as China, India, the Philippines, and Vietnam continue to send migrants to Europe, North America, and Oceania. On the other hand, with the region’s rapid economic growth, countries such as Singapore, Japan, South Korea, and the United Arab Emirates have increasingly become key destinations for high-end professionals and foreign workers.

Source: UN DESA, TH Consulting

China has become a key force in the Asian migration landscape. In recent years, China’s outbound migration has continued to expand. According to United Nations statistics, the number of Chinese emigrants increased from approximately 3.99 million in 1990 to about 11.17 million in 2020, representing a compound annual growth rate (CAGR) of around 3.21%. It is estimated that by 2028, China’s international migrant population will reach approximately 14.15 million. China now plays an increasingly significant role in both the Asian and global migration landscape, with a diverse migrant composition that includes investment and entrepreneur migrants, skilled professionals, students transitioning to permanent residency, and family reunion migrants. The main driving factors include demand for global asset allocation, children’s education, medical and retirement planning, and career development. At the same time, China is also gradually becoming an important migration destination within the region, attracting international students and professionals from Southeast Asia, Africa, and countries along the Belt and Road Initiative.

Source: UN DESA, TH Consulting

Asia’s migration pattern is shifting from a “one-way outflow” to a model of “regional interaction,” while China’s influence in the global migration landscape continues to rise.

Motives and Types of Migration

With the continuous deepening of globalization, cross-border population movement has become an integral part of the global socio-economic landscape. Migration reflects not only disparities in development levels and labor mobility among countries but also embodies multidimensional interactions involving cultural exchange and humanitarian considerations. Based on differences in migration motives and policy orientations, global migration can generally be categorized into four major types: economic migration, family reunification migration, study-related migration, and humanitarian migration.

Economic Migration. Economic migration is primarily driven by economic activities, with applicants typically seeking higher income levels, better career development opportunities, or more favorable investment environments. This category represents the largest and most complex segment within the global migration system and mainly includes three forms: employment migration, investment migration, and entrepreneurship migration.

(i) Employment Migration. Employment migration refers to the migration pathway through which individuals obtain residence or long-term work permits based on their professional skills or labor market demand. This category can be further divided into high-skilled and low-skilled migration. High-skilled migration typically targets individuals with higher education and specialized technical expertise. Low-skilled labor migration mainly involves labor-intensive sectors such as agriculture, construction, and services, and is generally granted through temporary or seasonal visa programs, such as agricultural worker visas and short-term service industry permits.

(ii) Investment Migration. Investment migration refers to the form of migration in which applicants obtain residency or permanent residence status through direct investment, capital contribution, or job creation. Such policies are designed to attract foreign capital and stimulate economic growth. Representative programs include the U.S. EB-5 Immigrant Investor Program and Portugal’s Golden Visa scheme, both of which use capital thresholds and employment creation as their core evaluation criteria.

(iii) Entrepreneurship Migration. Entrepreneurship migration emphasizes innovation and business creation, encouraging applicants to establish enterprises or develop innovative projects in the destination country to promote economic diversification and industrial upgrading. Representative programs include the United Kingdom’s Innovator Visa and Canada’s Start-up Visa. Such policies reflect the strategic orientation of countries seeking to attract innovative talent and emerging industries amid global competition.

Family Reunification Migration. Family reunification migration is based on kinship ties and aims to ensure family unity and integrity. Such policies reflect national considerations in safeguarding human rights and promoting social stability. Applicants are typically immediate family members—such as spouses, minor children, or parents—who may apply based on their relative’s lawful residence or citizenship status. The European Union’s family reunification framework and the U.S. family-based immigration categories are representative examples. These policies, while balancing humanitarian values and social stability, also demonstrate the importance countries place on social integration and cultural diversity within their immigration governance systems.

Study-Related Migration. Study-related migration has become an increasingly prominent form of migration in recent years, typically following the pathway of “education–employment–residency” to achieve long-term settlement. This model plays a significant role in attracting international talent and promoting educational export. Representative examples include Canada’s “Post-Graduation Work Permit + Canadian Experience Class” model (PGWP + CEC), under which international graduates may obtain post-graduation work permits to gain local experience and subsequently apply for permanent residency. Australia has adopted a similar mechanism, allowing international students to apply for permanent residency through temporary work visas and a points-based skilled migration system. The study-related migration model reflects policy coordination between education internationalization and the attraction of high-quality labor forces.

Humanitarian Migration. Humanitarian migration arises from the international community’s commitment to protecting vulnerable groups and upholding human rights, representing a non-economic form of migration. Its core objective is to ensure personal safety, safeguard fundamental rights, and provide social resettlement for those affected by conflict, persecution, or disaster.

(i) Refugees. Refugees are individuals who are forced to leave their countries of origin due to war, persecution, or religious or political reasons. They are typically recognized and resettled under the coordination of the United Nations High Commissioner for Refugees (UNHCR).

(ii) Asylum Seekers. Asylum seekers are individuals or groups who have left their home countries and are applying for refugee status but have not yet been granted such recognition. Their legal status is temporary and subject to review by the host country.

(iii) Stateless Persons. Stateless persons are individuals who, due to political or historical circumstances, have lost their nationality and are not protected under the laws of any country. They require resettlement assistance from international organizations or host nations.

(iv) Cultural and Religious Migrants. Cultural or religious migrants are those who relocate across borders based on religious beliefs, cultural traditions, or collective identity—such as missionaries or members of religious communities. This type of migration holds special significance for the transmission of culture and the continuation of faith.

Overview of the Immigration Services Industry

Definition

The immigration services industry refers to the commercial sector that provides professional consulting, application processing, and post-migration support services for individuals and families. Its core objective is to assist clients in successfully completing the legal migration process from their home country to their destination country and to help them better settle and integrate into their new environment.

The main business segments of this industry include immigration consulting, visa and program application services, overseas settlement support, and legal and accounting advisory. Immigration consulting focuses on interpreting policies and formulating migration plans for clients. Visa and program application services cover document preparation, submission, and follow-up. Overseas settlement services assist clients in adapting to their new environments more efficiently in areas such as education, healthcare, housing, and employment. Legal and accounting support provides assurance in asset planning, tax compliance, and the resolution of legal matters.

The development of the immigration services industry is closely linked to the progress of globalization, national immigration policies, levels of economic development, and demographic changes. As living standards improve and people increasingly seek access to high-quality resources such as education, healthcare, and living environments, market demand for immigration services continues to grow, showing an increasingly diversified and specialized trend.

Value Chain Analysis

Upstream: Program and Resource Providers

In the upstream segment of the immigration services value chain, core resources come from various immigration program sponsors and professional service providers. Immigration program sponsors mainly include government-authorized or certified institutions, such as regional centers under the U.S. EB-5 program, provincial nominee funds in Canada, and certified real estate or fund investment program operators in European countries. These entities hold the policy quotas and implementation rights of immigration programs, serving as the source of policies and resources within the value chain. Their core competitiveness lies in program legitimacy, policy stability, and the scarcity of available quotas.

At the same time, professional service providers form another key pillar of the upstream segment. Overseas law firms are responsible for reviewing application materials, preparing legal documents, and ensuring compliant submissions; financial institutions and asset management firms provide investment channels, fund custody, and cross-border tax planning services. Together, these professional institutions supply the policy, compliance, and product foundation for midstream immigration service providers, forming the “resource supply side” of the upstream value chain.

Midstream: Immigration Agencies and Integrated Platforms

The midstream segment serves as the core operational layer of the entire value chain, undertaking multiple functions such as project integration, client consulting, legal execution, and risk management. The main participants in this segment typically include immigration agencies, international education consulting firms, cross-border investment advisors, and legal and financial advisory teams. Acting as a bridge between upstream program providers and downstream clients, they integrate immigration programs, legal resources, and financial services from different countries to deliver customized, one-stop immigration solutions.

The midstream segment creates value primarily in three aspects: First, information and solution matching — by accurately aligning client needs with available program resources, midstream providers enhance decision-making efficiency. Second, risk and process management — ensuring legal compliance and improving the success rate of applications. Third, brand and trust building — establishing industry barriers through long-term reputation, client experience, and post-service support. With the ongoing digital transformation of the industry, midstream institutions are increasingly evolving into intelligent service platforms, leveraging data analytics and artificial intelligence technologies to improve the precision of client screening and policy matching, thereby enhancing the overall coordination efficiency across the service chain.

Downstream: Client Groups and Market Demand

The downstream segment of the immigration services value chain is client-centered and directly determines the industry’s market scale and profitability model. The main client groups include high-net-worth families, business owners, and professionals. High-net-worth families typically focus on comprehensive needs such as identity planning, global asset allocation, and children’s education, while business owners and career professionals emphasize cross-border business expansion and career development opportunities. The diversification of downstream demand has driven the transformation of immigration services from single-purpose identity processing to an integrated service model encompassing “identity + wealth + education + lifestyle.”

Client acquisition is primarily achieved through two types of channels. The first is institutional partnership channels, such as referrals from private banks, wealth management firms, and international education institutions. The second is direct acquisition channels, including brand reputation, marketing activities, and referrals from existing clients. As the market matures and clients become more sophisticated, competition among service providers in the downstream segment is gradually shifting from “channel competition” to “trust-based competition.” High-quality, compliant, and customized services are expected to become the core competitiveness of the value chain in the future.

Market Size and Trends

Global Immigration Services Market Size

The global immigration services market has maintained steady growth in recent years. From 2019 to 2023, the market size increased from USD 10.25 billion to USD 13.32 billion, representing a compound annual growth rate (CAGR) of approximately 6.8%. With accelerating international population mobility and rising demand for overseas education and employment, the immigration services industry continues to benefit from favorable trends. It is projected that by 2028, the global immigration services market will reach approximately USD 18.53 billion.

Source: TH Consulting

Future Development Trends

Diversification of Services: Expanding from Single Application Processing to Comprehensive Service Offerings

Traditional immigration services were primarily focused on visa applications and residency processing. However, the scope of services has now expanded significantly to include international education, overseas property investment, investment migration, medical tourism migration, and tax planning, among others. Among these, investment and asset allocation–related demands have become the dominant market drivers. Looking ahead, immigration services are expected to evolve toward greater personalization and high-end customization. Service providers will not only offer identity planning but also integrate clients’ needs in education, healthcare, retirement, and wealth management, forming comprehensive “identity + asset + lifestyle” solutions.

Technology-Driven Intelligence: Enhancing Service Efficiency through Digitalization

The application of information technology is profoundly reshaping the operating model of immigration services. The adoption of internet platforms, big data analytics, and artificial intelligence technologies is driving the industry toward greater intelligence and process automation. Online platforms now enable remote consultations, digital application submissions, document uploads, and intelligent reviews, significantly reducing clients’ time and communication costs.

Through big data analytics, service providers can gain precise insights into client profiles, understanding the preferences and policy compatibility of different groups, thereby delivering more targeted solutions. In the future, technology-driven capability will become a core competitive factor in the industry, and intelligent service platforms will serve as a key enabler for enterprises’ digital transformation.

Industry Standardization and Professionalization: Building Trust and Brand Barriers

With the expansion of the industry and the increase in cross-border capital flows, government authorities in various countries are gradually strengthening the regulation of the immigration services market, promoting its development toward greater standardization and professionalization. Regulatory measures cover aspects such as industry entry requirements, qualification certification, compliance management, and information transparency, aiming to prevent false advertising and unlawful practices while safeguarding consumer rights.

Against this backdrop, high-quality institutions are standing out by enhancing their professional capabilities and brand reputation, leading to a new trend of market consolidation. Service teams with interdisciplinary expertise—covering fields such as law, finance, education, and taxation—will become the core driving force behind the industry’s future development.

International Cooperation and Global Expansion: Building a Cross-Border Service Ecosystem

With the deepening of globalization, immigration service institutions are actively expanding international cooperation and global presence. By establishing collaborative mechanisms with immigration authorities, embassies and consulates, international migration organizations, and overseas partners, these institutions can access policy updates and program information in a timely manner, thereby enhancing the responsiveness and accuracy of their services.

Several large institutions have established branches or partner offices across Europe, North America, Southeast Asia, and the Middle East, forming a comprehensive service system that covers the full process of “domestic consulting + overseas execution + local settlement.” At the same time, China’s national “Belt and Road Initiative” and the surge in outbound investment by Chinese enterprises have driven sustained demand for high-end talent and family migration. Looking ahead, institutions with global networks and strong resource integration capabilities are expected to take a leading position in the industry, achieving dual development in both internationalization and localization.

Diversification of Migration Destinations: Emerging Countries as New Growth Engines

Traditional immigration destinations such as the United States, Canada, and Australia continue to maintain strong appeal; however, the global migration landscape is witnessing a shift in focus. This diversification of destinations reflects a more rational and differentiated pattern of global migration demand. In the future, applicants are expected to place greater emphasis on factors such as economic stability, education quality, social security, and living convenience in their destination countries. Accordingly, service institutions will need to provide cross-country comparative analyses and personalized recommendations to meet clients’ increasingly diverse and globalized needs.

Market Competition Landscape

Low Industry Concentration. The immigration services industry as a whole is characterized by a structure in which small and medium-sized institutions dominate, while large, established brands lead the market. Leading enterprises leverage their advantages in capital strength, distribution channels, and overseas resources to capture a significant share of the market. At the same time, a large number of small and medium-sized agencies and independent consultants are widely distributed, providing differentiated and localized services. Overall, industry concentration remains relatively low, with competition highly fragmented. In recent years, consumers have become more rational, with increasing emphasis on service compliance and professionalism, driving the market transition from “information asymmetry” to “brand trust.” Looking ahead, companies with strong international cooperation networks, compliance qualifications, and one-stop service capabilities are expected to further consolidate market share.

Product and Service Homogenization. Immigration service products have historically exhibited a high degree of homogenization, with mainstream programs concentrated in traditional destination countries such as the United States, Canada, Australia, Malta, and Portugal. Most agencies follow similar service procedures—including program consultation, document preparation, application submission, and post-settlement support—resulting in limited differentiation. Some enterprises are attempting to break through this homogenization barrier by introducing value-added services such as education planning, asset allocation, and international tax advisory. In the future, competition will shift from single visa applications to full life-cycle service experiences. Companies that successfully integrate personalized client needs with digital tools will gain stronger competitive advantages.

High Sensitivity to Policy and Regulatory Changes. The immigration services industry is highly dependent on the policy environment and is directly influenced by changes in immigration policies, anti–money laundering regulations, tax compliance requirements, and visa systems across different countries. In recent years, both China and destination countries have tightened scrutiny over funding sources, investment thresholds, and visa approvals, resulting in frequent program adjustments and requiring institutions to maintain strong policy awareness and compliance capabilities. Some agencies have faced penalties for misleading advertising or false promises, which have undermined market confidence. As regulations such as the Administrative Measures for Exit-Entry Intermediary Services are gradually refined, the industry is expected to enter a more regulated phase of competition. Institutions that establish transparent compliance systems, operate with proper licensing, and maintain stable partnerships with overseas law firms and immigration authorities will gain long-term advantages under the trend of strengthened regulation.

Brand and Channel as Core Competitiveness. Brand recognition and client acquisition channels have become key sources of competitiveness for immigration service providers. While traditional offline consultations and word-of-mouth referrals remain influential, the shift toward digitalization is increasingly evident. Companies are actively leveraging social media, short video platforms, search engine advertising, and overseas content marketing to attract high-net-worth clients. Leading brands strengthen credibility through extensive case experience and international partnerships, while emerging firms rapidly gain traction through targeted digital marketing and niche client segmentation. In the future, competition will focus more on the integration of brand credibility, client experience, and digital service capabilities. Institutions that successfully combine professional brand development with technology-driven service innovation are expected to stand out in the market.

Market Entry Barriers

Policy and Legal Barriers. The immigration services industry is highly dependent on national policies and legal frameworks, with complex procedures and stringent compliance requirements. Institutions must obtain proper qualifications—such as foreign legal practice licenses or government-certified advisory credentials—before they can represent clients in submitting applications. Immigration policies vary significantly across countries and are frequently adjusted, covering areas such as investment thresholds, program approvals, and visa categories. New entrants must possess strong policy interpretation capabilities and robust compliance management systems to operate effectively and mitigate legal risks. As a result, policy and legal barriers constitute the primary entry threshold for the industry.

Capital and Cost Barriers. The immigration services market requires substantial capital investment, including costs related to overseas project due diligence, the establishment of legal and financial teams, marketing and branding efforts, and the development of digital service systems. In addition, the long project cycles and delayed returns create significant cash flow pressure for institutions. Companies with insufficient capital often struggle to build client trust or establish partnerships with upstream program providers. Financial strength directly affects operational efficiency and service quality, and ultimately determines an institution’s ability to sustain long-term competitiveness—forming a significant barrier to entry in the industry.

Expertise and Talent Barriers. The immigration services industry requires multidisciplinary expertise spanning law, finance, taxation, education, and cross-cultural communication, supported by highly skilled professionals. Experienced lawyers, licensed immigration consultants, cross-border tax planners, and education specialists are in short supply and require long training cycles. New entrants often find it difficult to build mature teams in the short term, and insufficient professional capability can negatively affect application success rates and client trust. The talent barrier not only raises the cost of market entry but also determines an institution’s competitiveness among high-end clientele, making it a core obstacle to entry in the industry.

Brand and Trust Barriers. The immigration services industry is highly trust-driven, as client decisions typically involve substantial financial commitments and long-term planning. An institution’s brand reputation and proven track record are therefore key sources of competitiveness. Established firms build strong trust barriers through years of successful case experience, word-of-mouth referrals, and client recommendations. Even if new entrants possess professional expertise, it is difficult for them to quickly gain the confidence of high-net-worth clients. Brand credibility and client trust not only influence conversion rates but also directly affect customer acquisition costs and market share, representing one of the most significant entry barriers in the industry.

Channel and Resource Barriers. Competition in the immigration services industry heavily depends on the ability to integrate upstream and downstream resources. Upstream partnerships require long-term cooperation with government-authorized program sponsors, overseas law firms, investment funds, and real estate developers, while downstream client acquisition relies on networks with financial institutions, educational organizations, and overseas settlement service providers. New entrants often struggle to establish stable partnerships and client channels in the short term, leading to inconsistent client sources. Insufficient resource integration capability not only limits access to quality projects but also constrains business expansion and profitability, forming a significant barrier to market entry.

Technology and Digitalization Barriers. With the industry’s growing emphasis on intelligent solutions, online consultation, smart assessment, big data analytics, and client management systems have become key sources of competitiveness. Developing secure and stable digital platforms requires continuous investment in technology while ensuring cross-border data compliance and privacy protection. Established institutions benefit from long-term data accumulation, AI-driven decision models, and extensive platform experience, forming strong technological barriers. New entrants lacking digital capabilities will find it difficult to compete with established players in terms of service efficiency, precision, and client experience, making technological barriers a major obstacle to market entry.

BUSINESS

Overview

We are an immigration promotion and consulting service provider serving the Asian market. Founded in 2008, we initially focused on providing immigration-related legal advisory services. Over the years, we have grown into a comprehensive service provider, offering targeted promotion services for immigration programs and personalized consulting services for global immigration opportunities.

Our deep market expertise and extensive network enable us to identify and engage prospective high-net-worth individuals through a variety of channels, including word-of-mouth referrals and recommendations from partner financial institutions. This allows us to efficiently reach and convert individuals interested in exploring international residency and citizenship options, successfully promoting investment-based immigration programs for our institutional clients.

In addition to our core promotion services, we also provide tailored immigration consulting services to individual clients. By connecting clients in Asia with premier immigration pathways worldwide, we bridge global opportunities and regional demand, offering comprehensive, one-stop support throughout the entire immigration journey.

Our proven track record, professional integrity, and commitment to client success have established us as a trusted partner for individuals and institutions navigating the complex landscape of international migration.

Our Mission

To achieve the immigration goals of Asian clients through targeted awareness initiatives and tailored professional consulting, ensuring a reliable and seamless experience from inquiry to arrival.

Our Vision

To serve as Asia’s premier gateway to global immigration opportunities.

Our Competitive Strengths

Professional and Legally-Grounded Expertise

Our management team brings extensive legal expertise, enabling us to deliver high-quality professional services across the entire immigration process. Our Chief Executive Officer and Chairman, Mr. Qin Chen, brings extensive expertise in immigration law. Under his leadership, our team excels in risk management, regulatory compliance, and the interpretation of complex immigration policies and requirements. This legal acumen allows us to proactively identify and address potential challenges, ensuring that clients’ applications are prepare and managed according to relevant laws and regulations. As a result, our clients benefit from enhanced service credibility, reduced exposure to legal risks, and greater peace of mind throughout the immigration process. This commitment to professional standards and legal soundness has established our reputation as a trusted partner in the immigration consulting services industry.

Robust Risk Control Capabilities

In-depth industry experience enables our team to conduct thorough due diligence and rigorous vetting of immigration programs that are offered by our institutional customers. By leveraging our deep knowledge of market practices, regulatory frameworks, and risk factors, we carefully assess each program’s credibility, financial stability, and long-term viability. This meticulous approach allows us to offer clients more reliable options, reducing exposure to pitfalls and uncertainties. As a result, our clients can make well-informed immigration decisions, knowing they are backed by experts who prioritize their long-term success.

Established Market Presence and Trusted Networks in Asian Markets

Our long-term presence in key Asian markets has enabled us to cultivate enduring client relationships as well as develop extensive referral networks within the region. Our clients are primarily overseas institutions, including EB-5 fund companies and property project developers, originating from countries such as the United States, Malta, and Greece. For the years ended August 31, 2024 and 2025, the Group introduced 173 and 190 immigration candidates, respectively, of which U.S. projects accounted for 53% and 59%; Malta projects accounted for 32% and 29%; Greece projects accounted for 6% and 5%; and other countries accounted for 9% and 7%. These immigration candidates primarily came from Mainland China, the United States, Hong Kong, and other Asian countries, with the proportions for the year ended August 31, 2024 being 54%, 34%, 5%, and 7%, respectively, and for the year ended August 31, 2025 being 55%, 36%, 3%, and 6%, respectively. These immigration candidates primarily came from Mainland China, the United States, Hong Kong, and other Asian countries, with the proportions for the fiscal year ended 2023 being 57%, 33%, 4%, and 6%; for the fiscal year ended 2024 being 54%, 34%, 5%, and 6%; and for the fiscal year ended 2025 being 55%, 36%, 3%, and 5%. With years of experience in providing immigration consulting services, we have built a strong foundation of client trust, which has resulted in many successful and long-term relationships. These referral networks and our solid reputation not only facilitate sustainable client acquisition through word-of-mouth recommendations but also contribute to higher conversion rates. Furthermore, our familiarity with these markets also allows us to navigate local business practices effectively and tailor our approaches to suit the unique characteristics and expectations of clients in these markets.

End-to-End Support for the Immigration Journey

For our immigration consulting services, we focus on providing personalized, full-lifecycle service that spans from initial consultation to settlement support, which sets us apart from other service providers. By offering tailored guidance at every stage of the immigration journey, we address each client’s unique circumstances and goals. Our comprehensive approach includes pre-application strategy sessions, documentation assistance, ongoing communication throughout the application process, and post-arrival support such as relocation advice and local integration resources. This end-to-end service model not only enhances client outcomes but also encourages referrals, strengthening our reputation as a reliable partner for all aspects of international immigration.

Our Strategies

Our business strategies and future plans for our expansion are as follows:

Continue to enhance our digital infrastructure

To further streamline our service process and improve operational efficiency, we plan to upgrade our client management systems and project tracking platforms. These enhancements will enable us to automate routine administrative tasks, optimize workflow coordination among our teams, and provide real-time updates to both clients and staff. Upgraded systems will also enable better tracking of client interactions and project milestones, facilitating more personalized and proactive client support. Additionally, the implementation of advanced technology will strengthen our data security protocols, safeguarding sensitive client information and ensuring compliance with evolving regulatory requirements.

Solidify our market position

We intend to deepen our presence in existing markets where we provide our services by introducing selected immigration programs tailored to evolving client needs. By constantly analyzing market trends and gathering client feedback, we identify opportunities to diversify our service offerings with solutions that address emerging preferences and requirements. For instance, we plan to introduce a comprehensive suite of integrated solutions—including education consulting, relocation assistance, and wealth management services. These additions will expand our portfolio, providing our customers with greater choice and flexibility, and positioning us as a holistic, one-stop partner for all aspects of international living.

Expand our market footprint

We plan to pursue strategic expansion into new regions, with a particular focus on Southeast Asia and the Middle East. As part of this initiative, we aim to build partnerships with reputable local immigration agencies and law firms,   leveraging their market expertise and networks to facilitate a seamless entry into these markets. In addition, by collaborating with local professionals, we will be able to tailor our service offerings to address the specific market demands and regulatory requirements of each country.

Our Services

Our service offerings include (i) immigration promotion services to institutions that facilitate investment-based immigration for high-net-worth individuals and (ii) immigration consulting services to individual clients. For the years ended August 31, 2024 and 2025, we generated total revenues of HK$23.7 million and HK$23.9 million (US$3.1 million). As part of our investment strategy, as of August 31, 2025, we invested approximately HK$3.5 million of our cash in private equity funds or privately held investment entities in which we participate as a passive investor. See “Consolidated Financial Statements—Investments” on pages F-17 and F-18 for more details.

Immigration Promotion Services

We act as a strategic marketing partner for official immigration programs worldwide, operating as the outsourced business development arm for our institutional partners. Our institutional partners comprise of USCIS-designated EB-5 regional centers, authorized investment migration programs in Europe, including those for Malta, Greece, and Ireland, and other accredited project promoters.

Prior to introducing any program to applicants, we also implement a rigorous due diligence process to ensure that the programs we promote are secure, compliant, and provide value to candidates for immigration programs. We generally work with our institutional partners to design and implement comprehensive client acquisition strategies tailored to the diverse and dynamic markets across Asia. Our client acquisition approaches encompass

Once we identify prospective applicants for immigration programs, we first provide them with general information about the available programs, as approved by our institutional partners. This initial information helps applicants understand the key features, requirements, and benefits of each program. We then conduct a thorough vetting process for each prospective applicant to ensure they meet the specific eligibility criteria set by the relevant immigration program, which includes reviewing the applicant’s background, qualifications, and any other factors that may impact their eligibility. After a prospective applicant successfully completes our vetting process and receives confirmation from our institutional partners that they are eligible to participate, we offer comprehensive support in preparing the required documentation for their immigration application package. Our team guides applicants through the complex documentation process to facilitate a smooth submission.

We typically enter a success-based commission framework contract with our institutional partners, under which we are responsible for promoting the immigration programs, vetting prospective applicant for eligibility to participate, and assisting prospective applicants with preparation of immigration application documentation. An initial payment by our institutional partners are generally made following confirmation of a applicant’s eligibility for participation in the program. For U.S. immigration programs, we generally also receive additional annual payments for each full 12-month period that the applicant’s investment amount remains deployed in the relevant project.

Immigration Consulting Services

For individual clients and their families, we serve as a trusted, one-stop advisor throughout the entire immigration lifecycle, with a primary focus on immigration to the United States, Malta, the United Kingdom, and Greece. Our service scope extends beyond application filing, encompassing comprehensive planning and ongoing support at key junctures of the immigration process. We guide the client through the complexities of various immigration pathways, including investment-based programs, such as the EB-5 immigrant investor program or European Golden Visas, talent-based routes, such as the U.S. EB-1 and National Interest Waiver, and skilled migration options specific to each country.

We begin our immigration consulting services with client intake sessions, during which we conduct a detailed assessment of each client’s objectives, background, and personal circumstances to identify the most suitable immigration pathways.

Once a client selects his or her preferred immigration pathway, our team delivers comprehensive, hands-on support throughout the application process. We assist clients in preparing and compilating complex documentation, provide step-by-step guidance through the completion of required forms, and offer personalized interview preparation coaching.

Furthermore, we differentiate ourselves by offering a suite of integrated value-added services designed to support clients and their families as they transition to life abroad. These include overseas education consulting, relocation and settling-in support, and wealth management connections. Drawing on over years of experience, our client-centric approach provides transparent, efficient, and comprehensive support to clients throughout the immigration journey.

We typically enter into a service agreement with individual clients, which outlies the scope of services and payment terms. Clients are generally required to make milestone payments based on pre-defined milestones specified in the service agreement.

Quality Control

As an immigration promotion and consulting service provider, we prioritize the reliability and accuracy of the information we share. we obtain immigration related information directly from government authorities and agencies, such as U.S. Citizenship and Immigration Services, Immigration, Refugees and Citizenship Canada, and Malta’s Community Malta Agency. As a promoter, we independently verify the authenticity of investment-based immigration programs by reviewing information from U.S. Regional Centers and other official government sources, and also collaborate with authorized and licensed entities. For our immigration consulting services, we carefully select our third-party partners to ensure our clients receive professional support. Legal matters are handled by licensed immigration lawyers in each target country, while financial and audit services are provided by accredited accounting and audit firms. Additionally, translation and certification needs are managed by experienced linguists and reputable notarization service providers, ensuring accuracy and reliability throughout the immigration process.

Furthermore, we have adopted the International Professional Standards Manual as our primary framework for service delivery, compliance, and ethical operations. This manual incorporates guidelines relevant to immigration consulting, client management, and cross-border regulatory requirements, ensuring consistency and professionalism. While not mandatory under national or local law, the manual reflects good industry practices and our commitment to self-regulation and quality assurance.

Pricing

For both of our immigration promotion and consulting services, we employ a value-based pricing strategy that aligns with the premium quality and comprehensive scope of our services that our clients expect to receive.   Rather than competing solely on price, we set our service fees to reflect the level of expertise, personalized attention, risk awareness guidance and eligibility evaluation provided to our clients. Our pricing strategy is influenced by several critical factors. It takes into account of the depth and breadth of service and specialized expertise required, including risk assessment of immigration programs, analysis of legal compliance requirements, and individualized client support throughout the immigration process. It also considers the long-time dedicated client support that we deliver over the often extended duration of immigration processes. In addition, our pricing approach is designed to maintain a healthy financial condition with consistently delivering high-quality services. Importantly, we maintain an ethical stance by prioritizing client suitability over volume. our fee structure encourages clients to make informed decisions with a full understanding of program requirements, risks, and available alternatives, rather than incentivizing aggressive or inappropriate sales practices. Our commission fees are determined through arms-length negotiations with institutional clients. In terms of business origination, institutional clients and project promoters typically approach us. The negotiation process to finalize a promotion agreement generally takes one to three weeks. During these negotiations, while prevailing market rates generally serve as a baseline reference for different types of projects, we propose a specific fee structure based on several factors, including the scale and track record of the project, as well as the anticipated marketing efforts required. The finalized commission fee per transaction is then set forth in a framework agreement. Because these fees are negotiated on a case-by-case basis, they vary depending upon the institutional client and the specifics of each project.

Furthermore, to respond to fluctuations in demand, often driven by changes in immigration policies of key destination countries, we occasionally employ promotional pricing strategy while keeping our commitment to ethical marketing and long-term client relationships. For newly launched immigration programs, we may offer limited-time competitive pricing to attract early adopters and build market momentum, aligning with a “volume-oriented” approach despite our generally premium positioning. During periods of policy transition or deadline-driven demand, we may also adjust pricing tactically to incentivize timely decision-making while maintaining high-quality services. Our flexibility in pricing enables us to navigate market volatility and maintain sustainable profitability.

Sales and Marketing

Our sales and marketing network currently operate through three distinct, yet complementary channels, each designed to efficiently attract and engage high-net-worth individuals.

The first channel involves co-hosting events with our institutional partners, including financial institutions and educational agencies. We invite experienced, immigration-savvy speakers to deliver professional, immigration-related content at these events, effectively capturing qualified leads. We then directly follow up to guide potential customers through the consultation process and support their conversion.

We also carefully cultivate the relationship with professional institutions, including wealth management firms and consulting agencies. These institutions recommend our services based on their established trust in our expertise and track record, making this another important sales and marketing channel.

Lastly, satisfied individuals who have successfully completed the immigration process refer new customers to us. This organic growth channel is reinforced through continuous relationship management.

To efficiently and effectively implement our sales and marketing strategies, we utilize a hybrid approach that leverages both internal expertise and external resources. We engage third-party specialists for organizing marketing campaigns and events. This includes coordinating with institutional partners and professional guest speakers and arranging seminar logistics. Immigration and investment subject matter experts are invited as professional guest speakers to deliver high-quality and informative content at our co-hosted events. Additionally, we receive referrals from trusted third-party professional consultants, such as wealth managers or immigration advisors, who conduct initial client interactions and basic qualification assessments. Once strong client intention is identified, they refer these candidates to us for formal consultation. Furthermore, our senior management directly overseas client follow-up and sales activities. Their deep industry knowledge and strategic involvement ensure high conversion rates and personalized service for potential clients. This hybrid approach allows us to maintain operational flexibility and reduce fixed overhead costs, while carrying out sales and marketing activities effectively.

We typically enter into a performance-based commission framework for third-party referrals. For external introducers, such as professional consultants, partner agencies, a fixed commission is paid upon confirmation of a successful referral. For existing individual clients who refer new customers, we offer a discount on their own future service fees or ongoing case management costs as a gesture of appreciation and encouragement for continued loyalty.

Our Customers

Our customers consist of large institutions that help high-net-worth individuals immigrate to other countries through investment-based immigration programs, as well as individuals who show interests in immigration. Specifically, for the years ended August 31, 2024 and 2025, we introduced 173 and 190 immigration candidates, respectively, of which U.S. projects accounted for 53% and 59%; Malta projects accounted for 32% and 29%; Greece projects accounted for 6% and 5%; and other countries accounted for 9% and 7%. These immigration candidates primarily came from Mainland China, the United States, Hong Kong, and other Asian countries, with the proportions for the year ended August 31, 2024 being 54%, 34%, 5%, and 7%, respectively, and for the year ended August 31, 2025 being 55%, 36%, 3%, and 6%, respectively.

We provide promotion services to these large institutions and have served as their marketing and client referral partner in the Asian market for over ten years. We have consistently referred high-net-worth individuals to these institutions and many of our referrals have chosen to participate in their immigration programs.

We typically enter a success-based commission framework contract with our institutional customers. We earn commissions only upon the successful referral of qualified individuals who decide to participate in the investment-based immigration programs. Upon confirmation of the successful referral from our institutional clients, we will promptly issue an invoice, which carries a standard credit term of 30 days.

Additionally, we provide immigration consulting services to individuals. We typically sign a service agreement with individual customers and require payment in advance prior to the provision of our services.

For the years ended August 31, 2024 and 2025, we derived a significant portion of our total net revenue from a limited number of customers. In the year ended August 31, 2024, two key customers accounted for more than 10% of our total revenue, with sales of HKD 4,579,100 and HKD 2,483,868, respectively. For the year ended August 31, 2025, two major customers contributed a combined 26% of our total sales, with sales of HKD 3,748,035 (US$480,752) and HKD 2,455,587 (US$314,972), respectively.

Our Suppliers

As we operate with a lean team, a substantial portion of our key services—particularly in sales and marketing—is provided by a limited number of suppliers. Over the years, we have built long-term and reliable relationships with these key suppliers, which have contributed to the stability and efficiency of our operations. The continuity of our business relies on our ability to maintain these stable relationships. While we believe our current supplier relationships are strong, any disruption or change in these relationships could affect our ability to deliver key services and, consequently, impact our overall business performance. For the year ended August 31, 2024, two key suppliers accounted for over 10% of our total purchasing (including both operating expenses and cost of goods sold), with amounts of HKD6,163,240 (US$790,544, or 52%) and HKD1,585,974 (US$203,429, or 13%), respectively. For the year ended August 31, 2025, one major supplier contributed HKD 9,915,017 (US$1,271,776, or 70%) of the total purchasing. We do not believe that we substantially depend on the key suppliers as the services they provide are fungible and limited to marketing and administrative support. In addition, we have no long-term or exclusive commitments with these suppliers and are actively reducing reliance on external channels by strengthening our internal sales and marketing capabilities.

Seasonality

We do not experience any seasonality in our business.

Market and Competition

The immigration services industry is highly competitive and fragmented. We compete against a vast number of small and medium-sized firms, as well as several large, established brands. Our competitors may compete with us in a variety of ways, including by offering superior immigration services, a broader range of value-added services, stronger brand recognition, or more effective client acquisition efforts. While we believe that we compete effectively across these factors taken as a whole, new competitors will likely continue to emerge, and these competitors may have greater financial resources or brand awareness than we do.

Employees

As of August 31, 2025, we employed a total of three employees located in Hong Kong. The following table sets forth a breakdown of our employees by title:

We maintain a small core team of industry veterans with extensive knowledge and experience in immigration consulting services. When additional expertise is needed in our service delivery, we leverage our select group of long-term partners to access a network of external professionals. Instead of frequently recruiting in the competitive open market, our human resources strategy aims to retain our established core team and maintain our proven network of external specialists. This approach allows us to retain our highly experienced core team while ensuring access to top talent as needed.

We regularly provide training to ensure our employees keep abreast of latest immigration regulations and policies, compliance requirements and client service standards. Our key training includes policy and legal updates, risk management, soft skill development and ethics and compliance.

Our employees’ remuneration packages generally include salary and benefits in compliance with applicable laws and regulations of Hong Kong. The salaries of our employees are generally determined by the employee’s seniority, position, qualification, working experience and performance. Bonuses may be paid from time to time under our discretion to incentivize our staff. We regularly assess our employees’ performance and remuneration package to attract and retain our employees. None of our employees are represented by labor unions or covered by collective bargaining agreements. During the fiscal years ended August 31, 2024 and 2025, we had not experienced any significant difficulties in recruiting employees and had not experienced any material labor dispute.

Properties

As of the date of this prospectus, we entered into the following workspace license agreement for our office:

Intellectual property

As of the date of this prospectus, we have not registered any patent, trademark, copyright and domain name. You can find our website at www.tino.hk.

Insurance

We consider our insurance policies to be adequate and in line with the industry standard. As of the date of this prospectus, we have maintained employees’ compensation and office insurance for our employees that include work injury under the regulatory requirements in Hong Kong. As of the date of this prospectus, we had not made any material claims on insurance.

Legal proceedings