As filed with the U.S. Securities and Exchange Commission on June 24, 2026

Registration No. 333-293339

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

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AMENDMENT NO. 3

TO

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

_______________________________________

CALM Chain International Limited

(Exact name of registrant as specified in its charter)

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Unit 909 Wing On Centre,

211 Des Voeux Road Central
Sheung Wan, Hong Kong
Tel: +852 3426 2026

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

_______________________________________

c/o Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

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

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Copies to:

_______________________________________

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

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

CALM CHAIN INTERNATIONAL LIMITED

5,000,000 Class A Ordinary Shares

This is an initial public offering of 5,000,000 Class A ordinary shares, of no par value (the “Class A Ordinary Shares”), of CALM Chain International Limited (“CALM Chain” or the “Company”), representing 24.39% of the Company’s total Class A Ordinary Shares issued and outstanding following completion of the Offering. We are offering, on a firm commitment basis, 5,000,000 Class A Ordinary Shares (the “Offering”). Following the completion of the Offering, 24.39% of the Class A Ordinary Shares issued and outstanding will be held by public shareholders, assuming the underwriter does not exercise the over-allotment option.

We expect the initial public offering price for the Offering will be between US$5.00 and US$7.00 per Class A Ordinary Share (the “Offering Price”). We plan to list our Class A Ordinary Shares on the Nasdaq Capital Market under the symbol “CCIL”. Prior to this Offering, there has been no public market for our Class A Ordinary Shares. This Offering is contingent on the listing of our Class A Ordinary Shares on the Nasdaq Capital Market. However, there is no assurance that such application will be approved, and if our application is not approved by the Nasdaq Capital Market, this Offering will not be completed.

CALM Chain’s issued share capital is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Class A Ordinary Shares are the only class of Ordinary Shares being offered in this Offering. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all resolutions of the shareholders and have the same rights except each Class A Ordinary Share shall entitle its holder to one (1) vote and each Class B Ordinary Share shall entitle its holder to twenty (20) votes. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof, but Class A Ordinary Shares are not convertible into Class B Ordinary Shares.

Due to the disparate voting powers associated with our two classes of ordinary shares, following this Offering, Mr. Andrew Teh Yao, HO (our Chief Executive Officer and the Chair of the Board) will continue to retain controlling voting power in the Company based on having approximately 84.40% of the aggregate voting power of our issued and outstanding Class A and Class B Ordinary Shares, assuming that the underwriter does not exercise their over-allotment option. As a result, Mr. Andrew Teh Yao, HO can control the outcome of matters submitted to the shareholders for approval. Additionally, we will be deemed a “controlled company” within the meaning of the Nasdaq listing rules and follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders. For a more detailed discussion of the risk of the Company being a controlled company, see “Risk Factors — Risks Related to our Corporate Structure — The dual-class structure of our Ordinary Shares will have the effect of concentrating voting control with our Controlling Shareholder, Mr. Andrew Teh Yao, HO, which will hold in the aggregate 84.40% of the voting power of our voting shares following the completion of this Offering, preventing you and other shareholders from influencing significant decisions, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval.” on page 42 and “Prospectus Summary — Implication of Being a Controlled Company.” on page 16 of this prospectus.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 21 to read about factors you should consider before buying our Class A Ordinary Shares.

We are an “emerging growth company” and a “foreign private issuer” under the federal securities laws and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an “Emerging Growth Company” and “Implications of Our Being a Foreign Private Issuer” on page 14 and 15 for additional information.

Investors are cautioned that they are buying shares of a British Virgin Islands (“BVI”) holding company with operations conducted in Hong Kong by its subsidiary. CALM Chain is not a Chinese or Hong Kong operating company but is a holding company incorporated in the BVI. As a holding company with no material operation, CALM Chain conducts its business in Hong Kong through its wholly-owned subsidiary, TalentQuest HR Limited (“TalentQuest” or “Operating Subsidiary”), a company incorporated in Hong Kong. This is an offering of the Class A Ordinary Shares of CALM Chain, the holding company in the BVI, instead of shares of the Operating Subsidiary in Hong Kong. Investors in this Offering will not directly hold equity interests in the Operating Subsidiary. This structure involves unique risks to the investors, and the People’s Republic of China (“PRC”) regulatory authorities could disallow this structure, which would likely result in a material change in CALM Chain’s operations and/or a material change in the value of the securities CALM Chain is registering for sale, including that such event could cause the value of such securities to significantly decline or become worthless.

All of our operations are conducted by our Operating Subsidiary in Hong Kong. We and our Operating Subsidiary do not have any operation, maintain office or personnel or physical presence in Mainland China, nor currently do we have, nor intend to have, any contractual arrangements to establish a variable interest entity (“VIE”) structure with any entity in Mainland China. However, we and our Operating Subsidiary are subject to certain legal and operational risks associated with our Operating Subsidiary being based in Hong Kong, having all of its operations to date in Hong Kong, and having existing or potential clients that are companies based in Mainland China. Additionally, the legal and operational risks associated with operating in Mainland China may also apply to the operations of our subsidiary in Hong Kong, and we face the risks and uncertainties associated with interpretation and the application of the complex and evolving PRC laws and regulations and 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 CALM Chain and TalentQuest, given the substantial operations of our subsidiary in Hong Kong and the possibilities that Chinese government may exercise significant oversight over the conduct of business in Hong Kong. We are also subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in this regard. New regulatory actions relating to data security or anti-monopoly concerns in Hong Kong may be taken in the future and there can be no assurance as to whether such regulatory actions may have a material impact on our ability to conduct business, accept foreign investments or continue to list on a U.S. or other foreign exchange. If any or all of the foregoing were to occur, it may result in a material change to our operations and and/or significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Class A Ordinary Shares to significantly decline or become worthless. Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business, or in the event that we or our subsidiary were to become subject to the PRC laws and regulations, these risks could result in material costs to ensure compliance, fines, material changes in our operations and/or the value of the securities we are registering for sale, and/or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which We Operate — All of our operations are in Hong Kong. However, due to the long-arm application of the current PRC laws and regulations, the PRC government may intervene or influence our operations at any time, which could result in a material change in the operations of our Operating Subsidiary and/or the value of CALM Chain’s Class A Ordinary Shares. Our subsidiary in Hong Kong may be subject to laws and regulations of Mainland China, which may impact our ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, regulations, rules and the enforcement of laws of Mainland China may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the Mainland China legal and regulatory system cannot be certain”; and “Risk Factors — Risks Related to Doing Business in the Jurisdictions in which we Operate — If the PRC government chooses to extend the 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”.

We are aware that, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. See “Prospectus Summary — Regulatory Development in the PRC” beginning on page 11. On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (1) such processing is for the purpose of providing products or services for natural persons within Mainland China, (2) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in Mainland China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations require that a Mainland China domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to the CSRC. The Overseas Issuance and Listing include direct and indirect issuance and listing. Where an

enterprise whose principal business activities are conducted in Mainland China seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant Mainland China domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations. On December 28, 2021, the Cyberspace Administration of China (the “CAC”) jointly with the relevant authorities formally published the Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures for Cybersecurity Review (2021) provide that operators of critical information infrastructure purchasing network products and services, and online platform operators carrying out data processing activities that affect or may affect national security (together with the operators of critical information infrastructure, the “Operators”), shall conduct a cybersecurity review and that any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

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

As advised by our PRC Counsel, China Commercial Law Firm, as of the date of this prospectus: (i) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China, nor is it controlled by any Mainland Chinese company or individual directly or indirectly; (ii) we and our subsidiary do not have any operations or physical presence in Mainland China; (iii) we do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in Mainland China; (iv) we are headquartered in Hong Kong with our officers and all members of the board of directors based in Hong Kong and all of our revenues and profits are generated by our subsidiary in Hong Kong and we and our subsidiary have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in ours audited combined financial statements for the same period; (v) although our Hong Kong Operating Subsidiary may collect and store certain data (including certain personal information) from our clients, some of whom may be individuals in Mainland China, in connection with our business and operations for “Know Your Customers” purposes (to combat money laundering), we and our subsidiary will not be deemed to be an “Operator” or a “data processor” that are required to file for cybersecurity review by the CAC before listing in the United States, given that: (a) as of date of this prospectus, our Operating Subsidiary has in aggregate collected and stored the personal information of less than one thousand individuals in Mainland China and we have acquired the clients’ separate consents for collecting and storing of their personal information and data; (b) we do not place any reliance on collection and processing of any personal information to maintain our business operation; (c) data processed in our business should not have a bearing on national security nor affect or may affect national security; (d) all of the data our Operating Subsidiary have collected is stored in servers located in Hong Kong; and (e) as of the date of this prospectus, neither of our Operating Subsidiary has been informed by any PRC governmental authority of being classified as an “Operator” or a “data processor” that is subject to CAC cybersecurity review or a CSRC review; and (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region of the PRC, 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). On the basis of the above, as advised by China Commercial Law Firm, neither we nor our subsidiary are subject to Trial Administrative

Measures, and neither we nor our subsidiary are currently required to obtain any permission or approval from the PRC authorities, including the CSRC and CAC, to operate our business and offer the securities being registered to foreign investors, and therefore, no application to obtain permission or approval from the PRC authorities is required and no permissions or approvals have been denied as of the date of this prospectus.

However, as further advised by our PRC Counsel, China Commercial Law Firm, since these laws, regulations 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 Operating Subsidiary’s daily business operation and the listing of our Class A Ordinary Shares on the United States or other foreign exchanges.

Furthermore, as the Trial Administrative Measures was newly promulgated, its interpretation, application and enforcement remain unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. If Trial Administrative Measures become applicable to us or our Operating Subsidiary that are require us and/or our Operating Subsidiary to go through the filing procedures under the Trial Administrative Measures, or if we or our Operating Subsidiary is subject to cybersecurity review, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to our Operating Subsidiary in Hong Kong, the business operation of our Operating Subsidiary and the listing of our Class A Ordinary Shares in the United States could be subject to the CAC or the CSRC review in the future. If the applicable laws, regulations, or interpretations change and we and our Operating Subsidiary become subject to the CAC or CSRC review, we cannot assure you that we and our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. If we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange in the United States, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into the Mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. See “Risk Factors — Risks Relating to Doing Business in the Jurisdictions in which we Operate — If the PRC government chooses to extend the 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 Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.” on page 26.

Our Class A Ordinary Shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) determines that it is unable to inspect or fully investigate our auditor and as a result the exchange where our securities are traded may delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the United States Securities and Exchange Commission (“SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB was unable to inspect or investigate completely certain named registered public accounting firms headquartered in Mainland China and Hong Kong.

Our auditor, SRCO Professional Corporation Chartered Professional Accountants, 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 East Amherst, New York, and has been inspected by the PCAOB on a regular basis with the last inspection in December 2024. Our auditor is not affected by and not subject to the determinations announced by the PCAOB on December 16, 2021.On August 26, 2022, the SEC issued a statement announcing that the PCAOB

signed a Statement of Protocol (“SOP”) with the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in China and Hong Kong, jointly agreeing on the need for a framework. On December 15, 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong and voted to vacate the previous 2021 Determination Report to the contrary.

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 early 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 that 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 and/or AHFCAA. These recent developments could also add uncertainties to this Offering, and we cannot assure you that the Nasdaq Capital Market or regulatory authorities would not apply additional or 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. See “Risk Factors — Risks Related to Our Class A Ordinary Shares and This Offering — Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require 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.” on page 45.

CALM Chain is a holding company incorporated in the BVI, and relies on dividends and other distributions on equity paid by its 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. If our 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 CALM Chain.

CALM Chain is a BVI company, and its Operating Subsidiary, TalentQuest is a Hong Kong company. There are no restrictions or limitations on the ability to distribute earnings from the Operating Subsidiary to CALM Chain and its shareholders and the U.S. investors, provided that the entity remains solvent after such distribution. 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 CALM Chain and its subsidiary, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings from our business and subsidiary to CALM Chain and U.S. investors and amounts owed. Since the only transfer of cash among and CALM Chain and TalentQuest were in the form of dividends and there are no limitations on the abilities of CALM Chain to transfer cash to or from its subsidiary or to investors under Hong Kong law, CALM Chain has not established cash management policies that dictate how funds are transferred. However, in the future, funds or assets may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or on our subsidiary’s ability by the PRC government to transfer cash or assets. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless. See “Risk Factors — Risks Related to Our Corporate Structure — We rely on dividends and other distributions of equity paid by our subsidiary to fund any cash and financing requirements we may have. In the future, funds or assets may not be available to fund operations or for other uses outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or our subsidiary’s ability by the PRC government to transfer cash or assets. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.” on page 41 and our consolidated financial statements and related notes included elsewhere in this prospectus.

Before the incorporation of CALM Chain, on May 31, 2025, our Operating Subsidiary, TalentQuest HR Limited declared a dividend of HK$48,000 per share (equivalent to $6,122 per share) with respect to the 100 issued shares of TalentQuest HR Limited or HK$4,800,000 (equivalent to $612,175) to the sole shareholder of TalentQuest HR Limited. On May 31, 2025, TalentQuest HR Limited settled the dividend payable to the sole shareholder of TalentQuest HR Limited of HK$4,800,000 (equivalent to $612,175) by way of offsetting the amount due from a director, who was the same ultimate shareholder of TalentQuest HR Limited. Save as previously disclosed, as of the date of the prospectus, and for the six months ended November 30, 2025 and the years ended May 31, 2025 and 2024, neither CALM Chain nor its subsidiary have declared or made any dividend or contribution to their respective shareholders. For further details, please see our consolidated financial statements and related notes included elsewhere in this prospectus.

We do not have any present plan to declare or pay any dividends on our Ordinary Shares in the foreseeable future. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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(1)      Offering price per share is assumed to be US$6.00, being the mid-point of the range set forth on the cover page of this prospectus.

(2)      We have agreed to pay the representative of the underwriters (the “Representative”) a discount equal to 7% of the gross proceeds of the Offering. For a description of the other compensation to be received by the Representative, see “Underwriting” beginning on page 125.

(3)      Excludes fees and expenses payable to the underwriter. For the total Representative’s expenses related to this Offering, see “Underwriting” beginning on page 125.

(4)      Assumes that the underwriter does not exercise any portion of their over-allotment option.

This Offering is being conducted on a firm commitment basis. The underwriter is obligated to take and pay for all of the shares offered by the Company if any such shares are not taken. We have granted the underwriter an option, exercisable one or more times in whole or in part, to purchase up to 750,000 additional Class A Ordinary Shares from us at the offering price, less underwriting discounts, within 45 days after the closing of this Offering to cover over-allotments, if any. If the underwriter exercises the option in full, assuming the offering price per share is US$6.00 (being the mid-point of the range set forth on the cover page of this prospectus), the total underwriting discounts payable by us will be US$2,415,000 and the total proceeds to us, before expenses, will be US$32,085,000.

We expect our total cash expenses for this Offering to be approximately US$2,095,429, including expenses payable to the underwriter for their reasonable out-of-pocket expenses and non-accountable expense allowance, exclusive of the above discounts.

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 against payment as set forth under “Underwriting” on or about            , 2026.

Pacific Century Securities, LLC

The date of this prospectus is            , 2026

TABLE OF CONTENTS

We and the underwriter have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.

We and the underwriter are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the BVI. You should not rely upon any information about us that is not contained in this prospectus or in one of our public reports filed with the U.S. Securities and Exchange Commission (“SEC”) and incorporated into this prospectus. The information in this registration statement is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in the proposed Offering, and only the prospectus dated hereof, is authorized by us to be used in connection with the proposed Offering. Our business, financial condition, results of operations, and prospects may have changed since that date.

Neither we nor the underwriter have taken any action to permit a public offering of the Class A Ordinary Shares outside the United States or to permit the possession or distribution of this prospectus or any filed free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing 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 or any filed free-writing prospectus outside the United States.

Through and including ________, 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

RISK FACTORS

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

Risks Relating to Doing Business in Hong Kong

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

The business and operation of our Operating Subsidiary, TalentQuest, as a specialized professional EoR and human resources outsourcing, executive search and human resources research service provider, are based in Hong Kong, a special administrative region of the PRC. We and our Operating Subsidiary does not have physical presence or operation in Mainland China. Furthermore, pursuant to the Basic Law of Hong Kong, national laws of Mainland China do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

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

All of the legal and operational risks associated with operating in the PRC also apply to our operations in Hong Kong. We face the risks and uncertainties associated with the PRC legal system, complex and evolving PRC laws and regulation, 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 companies like our Operating Subsidiary and us, 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. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong or China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

The laws and regulations in Mainland China are evolving, and their enactment timetable, interpretation, enforcement, and implementation involve significant uncertainties and may change quickly with little advance notice, along with the risk that the PRC government may intervene or influence our Operating Subsidiary’ operations at any time could result in a material change in our operations and/or the value of our securities. Moreover, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations related to our business and the enforcement and performance of our arrangements with clients in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business

may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

The laws, regulations, and other government directives in Mainland China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

•        delay or impede our development;

•        result in negative publicity or increase our operating costs;

•        require significant management time and attention;

•        cause devaluation of our securities or delisting; and,

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

We are aware that recently the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. We have no operations in Mainland China. Based on our understanding of the PRC laws and regulations currently in effect as of the date of this prospectus, as our Operating Subsidiary are located in Hong Kong, we are not currently required to obtain permission from the PRC government to list on a U.S. securities exchange and consummate this Offering. However, there is no guarantee that this will continue to be the case in the future in relation to the continued listing of our securities on a securities exchange outside of the PRC, or even when such permission is obtained, it will not be subsequently denied or rescinded.

The PRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Class A Ordinary Shares. There is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our 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 measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless.

There remain some uncertainties as to whether we will be required to obtain approvals from the PRC authorities to list on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that we will be able to obtain such approval. We and our Operating Subsidiary may become subject to a variety of PRC laws and other obligations regarding data security in relation to offerings that are conducted overseas, 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 and may hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

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

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

On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law,” or the “PIPL,” which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations. Pursuant to the PIPL, personal data processors (“data processors”) shall meet one of the conditions in order to transmit personal information overseas for their business operations: (i) passing the security evaluation organized by the Cyberspace Administration of China (the “CAC”); (ii) acquiring personal information protection certification from the professional organizations regulated by the CAC; (iii) adopting the standard contract forms stipulated by the CAC when entering into contracts with overseas information receivers, setting forth the rights and obligations of the parties; and (iv) other conditions regulated by laws, regulations and the CAC. Prior to the cross-border provision of personal information of the natural persons, personal information processors shall obtain the approval of the corresponding natural persons and advise them of the overseas receiver’s name, contact information, processing purpose and methods, classification of personal information and information reception procedures, etc.

On December 28, 2021, the CAC, jointly with the relevant authorities, formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replace the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Measures for Cybersecurity Review (2021) stipulates that in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security 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, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or transferred outside the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. CAC has said that under the proposed rules companies holding data on more than one million users must apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” The cybersecurity review will also investigate the potential national security risks from overseas IPOs.

On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing.

Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”), which came into effect on March 31, 2023. Compared to the Draft Overseas Listing Regulations, the Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the

same time: a) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited combined financial statements for the most recent accounting year are accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in Mainland China, or its main places of business are located in Mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in Mainland China. On the same day, the CSRC held a press conference for the release of the Trial Administrative Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, provided the exemption from immediate filings for issuers that a) have been listed or have been registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Administrative Measures, b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) will complete the overseas securities offering and listing before September 30, 2023. Nonetheless, such issuers shall carry out the filing procedures as required if they subsequently conduct refinancing or are involved in other circumstances that require filings with the CSRC. Furthermore, the Trial Administrative Measures and its supporting guidelines provide a negative list of types of issuers banned from listing overseas, the issuers’ obligation to comply with national security measures and the personal data protection laws, and certain other matters such as the requirements that an issuer (i) file with the CSRC within three business days after it submits an application for initial public offering to the competent overseas regulator and (ii) file subsequent reports with the CSRC on material events, including change of control and voluntary or forced delisting, after its overseas offering and listing.

As advised by our PRC Counsel, China Commercial Law Firm, we and our Operating Subsidiary will not be deemed to be an “operator of critical information infrastructure,” or “data processor” carrying out data processing activities, and we are not subject to cybersecurity review by the CAC for this Offering or required to obtain regulatory approval from the CAC nor any other PRC authorities for our and our subsidiary’ operations Hong Kong, since (i) our Operating Subsidiary is incorporated and operating in Hong Kong only without any subsidiary or variable interest entity structure in Mainland China, and it is unclear whether the Measures for Cybersecurity Review (2021) shall be applied to a Hong Kong company; (ii) as of date of this prospectus, our Operating Subsidiary has in aggregate collected and stored the personal information of less than one thousand individuals in Mainland China only and we have acquired the clients’ separate consents for collecting and storing of their personal information and data; (iii) we and our subsidiary do not place any reliance on collection and processing of any personal information to maintain our business operation; (iv) data processed in our business should not have a bearing on national security nor affect or may affect national security; (v) all of the data our Operating Subsidiary have collected is stored in servers located in Hong Kong; and (vi) as of the date of this prospectus, neither we nor our Operating Subsidiary have been informed by any PRC governmental authority of being classified as “operator of critical information infrastructure” or “data processor” that is subject to CAC cybersecurity review or a CSRC review.

Furthermore, based on laws and regulations currently in effect in the PRC as of the date of this prospectus, as advised by our PRC Counsel, China Commercial Law Firm, we are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our Class A Ordinary Shares can be listed or offered in the U.S. since neither we nor our subsidiary are “PRC domestic companies” which subject to the Trial Administrative Measure, because (i) we are headquartered in Hong Kong, with our officers and all members of the board of directors based in Hong Kong who are not Mainland China citizens; (ii) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China, nor is it controlled by any Mainland Chinese company or individual directly or indirectly; (iii) we only operate in Hong Kong, all of our revenues and profits are generated by our Operating Subsidiary in Hong Kong, none of our business activities are conducted in Mainland China, and we have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in our audited combined financial statements for the same period; (iv) we do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in Mainland China; (v) pursuant to the Basic Law of Hong Kong, 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).

However, given the uncertainties arising from the legal system in Mainland China and Hong Kong, including uncertainties regarding the interpretation and enforcement of the PRC laws and regulations and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and enforcement of the Trial Administrative Measures, PIPL, relevant Mainland China data privacy, cybersecurity laws and other regulations. 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 the daily business operations of our Operating Subsidiary and the listing of our Class A Ordinary Shares on the U.S. or other foreign exchanges. As the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when and whether we will be subject to such filing requirements, or will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering apply to us.

Although we are currently not required to obtain approvals from the PRC authorities to operate our business or list on the U.S. exchanges and offer securities, specifically, we are currently not required to obtain any permission or approval from the CSRC, the CAC or any other PRC governmental authority to operate our business or to list our securities on a U.S. securities exchange or issue securities to foreign investors, we cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws. There remains uncertainty as to how the Measures for Cybersecurity Review (2021) will be interpreted or implemented and the relevant PRC governmental authority may not take a view that is consistent with ours. Also, significant uncertainty exists in relation to the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If we and our subsidiary were deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users under the Measures, or if other regulations promulgated in relation to the Measures are deemed to apply to us, our business operations and the listing of our Class A Ordinary Shares in the U.S. could be subject to cybersecurity review by the CAC, in the future. In the event that we and our subsidiary are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be completed in a timely fashion or at all. Given such uncertainty, we and our subsidiary may be further required to suspend our relevant business, shut down our website, or face other penalties which could materially and adversely affect our business, financial condition, and results of operations.

Furthermore, if the Trial Administrative Measures, Measures for Cybersecurity Review (2021), the PIPL, become applicable to us or our Operating Subsidiary in Hong Kong, our operation and the listing of our Class A Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or the CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and the operation of Operating Subsidiary and the listing of our Class A Ordinary Shares become subject to the CAC or CSRC review, we cannot assure you that we or our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. Compliance with these laws and regulations could significantly increase the cost of providing the service offerings of our Operating Subsidiary, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which we currently operate or in which we may operate in the future. If there is a significant change to the current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and/or if we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the CSRC, CAC, or other PRC regulatory authorities. It could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into Mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. 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 uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

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

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

We believe that we and our subsidiary 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.

If the PRC government chooses to extend the 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 PRC government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Rules on Overseas Listing published by CSRC on December 24, 2021 also have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers. It remains uncertain as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offering and other capital markets activities and due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. It remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiary located in Hong Kong. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiary. Any actions by the PRC government to exert more oversight and control over offerings (including of

businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. If there is significant change to current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and, in such event, if we are required to obtain such approvals in the future and we do not receive or maintain the approvals or is denied permission from mainland China or Hong Kong authorities, we will not be able to list our Class A Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of the investors and cause significant the value of our Class A Ordinary Shares significantly decline or be worthless.

The enactment of the law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiary, which represent substantially all of our business.

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 offenses — 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, 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 determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020, the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including former and current Chief Executives of HKSAR, Carrie Lam and John Lee, respectively. 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 foreign financial institutions and any third parties or clients 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 Hong Kong subsidiary, which represent substantially all of our business, 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.

The enforcement of laws and rules and regulations in PRC can change quickly with little advance notice. Additionally, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Hong Kong can change quickly with little or no advance notice. As a result, the Hong Kong legal system embodies uncertainties which could limit the availability of legal protections, which could result in a material change in our Operating Subsidiary’s operations and/or the value of the securities we are offering.

As one of the conditions for the handover of the sovereignty of Hong Kong to the PRC, the PRC accepted conditions such as Hong Kong’s Basic Law. According to Article 18 of the Basic Law, national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III to the Basic Law, such as the laws relating to the national flag, national anthem, and diplomatic privileges and immunities. The Basic Law guaranteed a high degree of autonomy for Hong Kong which ensured Hong Kong will retain its currency (the Hong Kong Dollar), legal system, parliamentary system, and people’s rights and freedom for fifty years from 1997. This agreement has given Hong Kong the freedom to function with a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its 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. However, if there are any changes in relation to the political arrangements which allows 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 Operating Subsidiary’s business and operations. 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 pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce agreements with our customers.

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

All of our business and operations are in Hong Kong. During the period covered by the financial information incorporated by reference into and included in this prospectus, we derive all of our revenue from operations in Hong Kong. Accordingly, the business operations and financial conditions of our Operating Subsidiary will be affected by the political and legal developments in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market and may adversely affect our operations. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition.

Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the political arrangement between PRC and Hong Kong and the economic, political and legal environment in Hong Kong in the future. Since all of our operations are based in Hong Kong, any change of such political arrangements may pose an adverse impact to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Based on certain recent development including the Hong Kong National Security Law that was passed in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump issued an executive order and signed into law the HKAA, to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from Mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S., Mainland China, and Hong Kong, which could potentially harm our business. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Class A Ordinary Shares could be adversely affected.

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

Since our business is conducted by our Operating Subsidiary in Hong Kong, our books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate between the Hong Kong dollar and U.S. dollar affect the value of our assets and the results of our operations in United States dollars. The value of the Hong Kong dollar against the United States dollar and other currencies may fluctuate and is affected by, among other things, changes in the Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue and financial condition. Further, our Class A Ordinary Shares offered by this prospectus are denominated in United States dollars, we will need to convert the net proceeds we receive into Hong Kong dollar in order to use the funds for our business. Changes in the conversion rate between the United States dollar and the Hong Kong dollar will affect that amount of proceeds we will have available for our business.

Since 1983, Hong Kong dollars have been pegged to the U.S. dollars at the rate of approximately HK$7.80 to US$1.00. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Risks Relating to our Business and Operation

Our financial performance and revenue can vary subject to the hiring needs of our clients from time to time, and are dependent on our ability to continually secure demand for our services.

Our business, as human resources solutions service provider, focuses on providing qualified personnel on the assignment-by-assignment basis, which clients can generally reduce their level of use when compared to prior periods. The human resources needs of each of our clients may vary significantly from time to time, which could be significantly dependent on variety of factors including overall economic condition, availability of manpower in the market, industry development, and business development of our customers. It is difficult to accurately project our clients’ future needs or the frequency at which services will be requested, as demand for our services varies based on the manpower demand and candidacy requirements of our clients. There is no assurance that the frequency of our clients’ need for services will be in line with our projections or that any of our clients will continue to require our services at the same level in the future. Should our clients reduce their need for services or cease to require any services provided by us or if we are not able to accurately predict our clients’ staffing needs, our business and financial performance may be adversely affected.

We depend on attracting, integrating, managing, and retaining qualified personnel internally.

Our success is substantially dependent on our ability to recruit and retain qualified personnel internally, especially our human resources and executive search consultants, who possess the skills and experience necessary to meet our clients’ human resources needs. We are required to continually evaluate our base of available qualified personnel to keep pace with changing client needs. Our ability to hire and retain qualified personnel could be impaired by any diminution of our reputation, decrease in compensation levels relative to our competitors, or modifications to our total compensation philosophy or competitor hiring programs. Competition for individuals with proven professional skills and connections is intense, and demand for these individuals is expected to remain strong for the foreseeable future. There can be no assurance that qualified personnel will continue to be available. If we cannot attract, hire, and retain qualified personnel, our business, financial condition, and results of operations may suffer. Our business model is also dependent on hiring qualified personnel who will provide high quality service for our clients. Lapses in our screening process may result in employees being hired who do not meet the standard expected by our clients. This may hurt our relationship with our clients or result in them placing their business elsewhere, which would negatively impact our ability to remain in business.

Our future success also depends upon our ability to manage the performance of our internal corporate personnel. Failure to successfully manage the performance of our personnel could affect our profitability by causing operating inefficiencies that could increase operating expenses and reduce operating income. If we cannot hire and retain internal personnel capable of performing at a high level, or if mitigation measures we may take to respond to a decrease in labor availability have unintended adverse effects, our business could be negatively affected. An overall labor shortage, lack of skilled personnel, increased turnover, or labor inflation or as a result of general macroeconomic factors could have a material adverse impact on our operations, results of operations, liquidity or cash flows.

We depend on our ability to identify, screen, and recruit qualified assignment workers.

As the EoR and human resources outsourcing services provider, our Operating Subsidiary not only formally acts as the employer of a workforce, the Operating Subsidiary also needs to pool, search, screen, shortlists and present suitable candidates to our clients to be hired as an assignment workers, as per the requests and instructions of our clients. Therefore, in addition to the members of our own team, our success is also substantially dependent on our ability to identify and recruit qualified assignment workers who possess the skills and experience necessary to meet the staffing requirements of our customers. We are required to continually evaluate the base of available qualified personnel to keep pace with changing customer needs. Competition for individuals with proven professional skills is intense, and demand for these individuals is expected to remain strong for the foreseeable future. There can be no assurance that qualified candidate pool will continue to be available.

If we are unable to prevent our consultants from taking our clients or our consultants with them to a competitor our business, financial condition and results of operations could suffer.

Our success depends upon our ability to develop and maintain strong, long-term relationships with our clients. Although we work on building these relationships between us and our clients, in many cases, the consultants have primary responsibility for a client relationship. Since we do not enter into non-competition agreements with our consultants, our consultants are not contractually prohibited from leaving or joining one of our competitors and some of our clients

could choose to use the services of that competitor instead of us. We may also lose clients if the departing consultant has widespread name recognition in a specific industry or management function. If we fail to limit departing consultants from moving business to a competitor, our business, financial condition and results of operations could be adversely affected.

We may not be able to completely match the quality of candidates and assigned employee with the requirements of our clients which may negatively affect demand for our services.

The success of our EoR and human resources outsourcing services and services is dependent on the matching between the personnel we searched for and requirement with our clients. Whether we could completely match the quality of the personnel with the requirements of our clients relies heavily on our consultants and operation team that screen and match personnel with our clients. If we are not able to completely match personnel for acceptable qualifications, experience and performance, our clients may lose confidence in our services, which may damage our reputation and result in clients opting to use competitors’ services or their own resources. We have no guarantee over the performance of the talent placed by us to our clients. We cannot ensure the quality of services provided by the employee assigned or placed by us can be maintained. Our reputation may be affected by the quality of services provided by the personnel placed by the Operating Subsidiary which is not within our control. There is no assurance that our clients’ confidence in us can be maintained if the quality of services provided by the personnel placed by us is not up to standard.

We substantially and significantly rely on a limited number of key clients for our business, in particular, we rely on one key customer for a substantial percentage of our revenue. Therefore, not only we are subject to significant client concentration risk, the loss of our largest customer or the significant reduction of business or growth of business from our largest customer could significantly and materially adversely affect our business, financial condition and results of operations.

Our clients are highly concentrated, and we materially rely on a limited number of key clients to generate revenue. For the six months ended November 30, 2025 and 2024 and the years ended May 31, 2025 and May 31, 2024, our five largest customers accounted for approximately 95.2%, 86.5%, 86.7% and 85.6% of our total revenue, respectively. In particular, our business is dependent, and we believe that it will continue to depend, on our relationship with DBS Bank (Hong Kong) Limited (“DBS Hong Kong”) and its stable and adequate demand of our EoR services, which accounted for 76.4% and 77.2% of our total revenue for the six months ended November 30, 2025 and 2024, respectively, and 74.4% and 71.5% of our total revenue for the years ended May 31, 2025 and May 31, 2024, respectively.

On April 1, 2021, the Operating Subsidiary entered a supply agreement with DBS Hong Kong to provide EoR and human resources outsourcing services and executive search services for a period of three (3) years. On April 1, 2024, the supply agreement has been renewed, in the form of General Terms for the Supply of Product and Service, for eighteen (18) months, until September 30, 2025, subject to further renew or extension by agreement in writing. On October 1, 2025, the General Terms for the Supply of Product and Service has been further extended for additional eighteen (18) months, until September 30, 2027. There are no assurances that our Supply Agreement with DBS Hong Kong could be renewed on commercially favorable terms upon its expiration. Furthermore, DBS Hong Kong, being the largest customer, may also terminate our agreement for convenience at any time. If our business relationships with DBS Hong Kong, the largest customer, is interrupted or terminated, for any reason DBS Hong Kong became unable or unwilling to continue to engage us as the EoR and human resources outsourcing services provider, no longer gives us the mandate for the job placement or EoR and human resources outsourcing services, replaces our services with one or more of our competitors and/or we experience a significant reduction of business from the largest customer, our business, financial condition and results of operations would be materially and adversely affected. There is no assurance that we would be able to replace DBS Hong Kong or lost business with DBS Hong Kong with one or more customers that generate comparable revenue. Furthermore, there could be no assurance that our revenue from DBS Hong Kong continues to grow at the same rate or at all. Any revenue growth will depend on our ability to retain existing clients and capture additional clients, and our ability to do so depends on our ability to provide high-quality services and offer competitive prices. However, if we are unable to continue providing high-quality services at competitive prices, our existing client base could decrease and we may not be able to attract a significant number of new clients, either or both of which could have an adverse impact on our business and revenue.

Our customers, including our major customers, rarely provide the Operating Subsidiary with firm, long- or short-term hiring commitments. There is no assurance that any of our major customers will continue to engage us as their EoR or human resources supplier in the future, and there is no assurance our customers will continue to hire their employment through our Operating Subsidiary as the EoR in the same quantities or on the same terms as in the past. Our major customers are mainly financial institutions, banks, and governmental organization, who have significantly more bargaining power than

us. Our services could be replaceable. These major customers may seek to leverage their positions to reduce their costs by demanding improved efficiency, lower pricing, more favorable terms, or specifically tailored terms of services or services offering, which may have a material adverse effect on our business, results of operations, and financial condition.

Our major customers, including our largest customer, could significantly decrease or cease their business with us with limited or no notice, for reasons it cannot anticipate or control, such as the business condition (financial or otherwise) of any of our major customers, even if unrelated to us, changes in their business strategy or operations, manpower needs, quality of our services and the availability of competing services or products, and we could have periods with limited or zero placement of the EoR employee to our major customers, while still incurring costs related to workforce maintenance, marketing general corporate expenses and other overheads, our business, results of operations, financial condition and future prospects may be adversely affected. We may not find new customers to supplement our revenue in periods when we experienced reduced EoR mandates, or recover fixed costs incurred during those periods, which could materially and adversely affect our business, financial condition and results of operations.

Our goal is to diversify our client base, industries coverage, revenue source and position ourselves as a trusted human resources solutions service provider. However, we cannot assure you that we will be successful in diversifying our client base and reducing our client and industry concentration risk. Moreover, if we lose a key client or if a client decides to engage in a competitor, and if we are unable to secure new clients during a period of time in the future, our results of operations, financial conditions, cashflow positions may be adversely and materially impacted.

Any negative publicity, allegations, complaints or claims made against us or our Operating Subsidiary may adversely affect our reputation, business, financial position, results of operations and price of our Class A Ordinary Shares.

We depend on our overall professional reputation and brand name recognition to secure new engagements and hire qualified personnels and consultants. While we believe we have established our brand in the market, a number of our competitors have more established and better name recognition than us. Our success also depends on the individual reputations of our consultants and members of our operation team. We obtain many of our new engagements from existing clients or from referrals by those clients. A client who is dissatisfied with our work can adversely affect our ability to secure new engagements. If our reputation is negatively affected, including poor performance or our brand awareness does not continue to increase, we may experience difficulties in competing successfully for both new engagements and qualified executive search consultants. Failure to maintain our professional reputation and brand name could have a material adverse effect on our business, financial condition and results of operations.

We cannot assure you that any allegations, complaints and claims will not be made against us in the future. Any allegations, complaints or claims against us, regardless of their validity, could cause negative publicity, give rise to potential liability and adversely affect our reputation and the price of our Class A Ordinary Shares. In addition, we may have to divert management and other resources to address relevant allegations, complaints or claims which may adversely affect our business and results of operations. If any complaint escalates to become a claim against us, even if unsuccessful, we may have to divert resources to address the claim. Liabilities in respect of such claims could adversely affect our financial position and results of operations.

As part of our growth strategies, we intend to further leverage AI products developed and licensed by third parties in our operation. Performance issues, errors and defects, or failure to successfully integrate or license necessary third-party software could cause delays, errors, or failures of our services, increases in our expenses and reductions in our sales, which could materially and adversely affect our business, operating results and financial conditions.

As part of our growth strategies, we intend to utilize artificial intelligence, or AI, products in the provision of the service and in the operations of our Operating Subsidiary. For instance, as part of our growth strategies, we intend to utilize various AI tools to streamline candidate selection, simplify onboarding process and enhance operational efficiency. Currently, we have no intention to internally develop such AI products, and instead, we are planning to utilize AI products and tools developed and licensed by third party vendors.

Such third parties may discontinue their products or licenses, cease to provide their products or service to us and our Operating Subsidiary, go out of business, or otherwise cease to provide support for such products or services in the future. Commercially reasonable alternatives to the third-party software or services our subsidiaries license or receive, may not always be available, or it may be difficult or costly to replace existing third-party software or find a replacement third-party service. The use of additional or alternative third-party software will require us or our Operating

Subsidiary to enter into license agreements with third parties, and we may not be able to enter into such agreements on advantageous terms. In addition, integration of the software used in the service of our Operating Subsidiary with new third-party software may require significant work and substantial investment of our time and resources. Also, to the extent that our services offerings depend upon the successful operation of third-party software, any undetected errors or defects in, or disruptions to the functionality of, such third-party software could prevent the deployment or impair the functionality of our services and operations, delay new services introductions, result in interruption of our operations, and injure our reputation, which in each case could harm our financial condition and results of operations.

There are significant risks involved in utilizing artificial intelligence and no assurance can be provided that our use of such artificial intelligence will enhance our products or services or produce the intended results. If the artificial intelligence models developed by the external vendors are incorrectly designed, improperly maintained, incomplete, inadequate, or biased in some way, the performance of the products, services, and business, of our Operating Subsidiary as well as our reputation, could suffer or we could incur liability through the violation of laws and regulations, third-party intellectual property, privacy, or other rights, or contracts to which we are a party. Further, artificial intelligence can present ethical issues and may subject us and our subsidiaries to new or heightened legal, regulatory, ethical, or other challenges; and inappropriate or controversial data practices by developers and end-users, or other factors adversely affecting public opinion of artificial intelligence, could impair the acceptance of artificial intelligence solutions, including those incorporated in our products and services. If the artificial intelligence tools that our Operating Subsidiary use are deficient, inaccurate or controversial, we and our Operating Subsidiary could incur operational inefficiencies, competitive harm, legal liability, brand or reputational harm, or other adverse impacts on our business and financial results. Because artificial intelligence technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational or technological risks that may arise relating to the use of artificial intelligence.

We rely heavily on information management systems, and our business is subject to various cyber-security risks and other operational risks, such as the failure or malfunction of our information technology infrastructure and the interruptions or loss of key client data, which may cause disruptions to our business operation and tarnish our reputation.

As a human resources solutions service provider, our success depends upon our ability to store, retrieve, process and manage substantial amounts of personal or sensitive information. We and our Operating Subsidiary face various cyber-security and other operational risks relating to our businesses on a daily basis. Our operations depend upon the secured processing, storage and transmission of confidential and other information in their information technology infrastructure and they are vulnerable to unauthorized access such as cyber-attacks, distributed denial of service attacks and ransomware attacks, malicious code and computer viruses by activists, hackers, organized crime, foreign state actors and other third parties, or other events that could lead to a security breach. They may also be subject to cyber-attacks involving the leak and destruction of sensitive and confidential client information and our proprietary information, which could result from an employee’s or agent’s failure to follow data security procedures or as a result of actions by third parties, including actions by government authorities. As the breadth and complexity of our information technology infrastructure continue to grow, the potential risk of security breaches and cyber-attacks increases. Developing and enhancing new services, which is necessary for us to remain competitive, may involve the use or creation of new technologies, which further exposes us to cybersecurity and privacy risks that cannot be completely anticipated and increase the risk of security breaches and cyber-attacks.

While we have adopted various means to safeguard the integrity of the computer system and information technology infrastructure of our Operating Subsidiary, these systems and infrastructure may fail to operate properly or become disabled as a result of events which are beyond our control, events such as human error, natural disasters, power failures, client misuse, computer viruses, cyber-attacks, spam attacks, unauthorized access and data loss or leakage. All of which may cause shutdown or disruption of operations (including data loss or corruption, interruption to our data storage system, delay or cessation in the services provided through our securities dealing and brokerage system and our online trading platform), account takeovers and unauthorized gathering, monitoring, misuse, loss, total destruction and disclosure of data and confidential information of ours, our clients, candidates, our employees or other third parties, or otherwise materially disrupt our or our clients’ or other third parties’ network access or business operations. The occurrence of one or more of such events could jeopardize the confidentiality of information processed, stored and transmitted through our computer systems and networks or otherwise disrupt our operations, which could result in reputational damage, disputes with clients and relevant parties, and financial losses.

Our Operating Subsidiary also depends on various third-party software and platforms as well as other information technology systems provided by our information technology vendor in our business operations. These systems, including third-party systems, may fail to operate properly or become disabled as a result of tampering or a breach of our network security systems or otherwise, including for reasons beyond our control. Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair our operations, affect our reputation, and adversely affect our businesses. There is no guarantee that we are able to maintain our existing relationship with the information technology vendor of our software system or information technology infrastructure. In the event that any vendor is unable or unwilling to continue to provide existing services to our Operating Subsidiary, our Operating Subsidiary may not be able to replace them with service providers of equivalent expertise in a timely manner and thus resulting in disruption to our business operations.

The occurrence of any disruption to the computer system and/or other information technology infrastructure of our subsidiaries may render us unable to meet client requirements in a timely and efficient manner, and/or lead to unauthorized disclosure of personal information or any other unexpected associated losses and damages. As a result, our reputation may be tarnished and we may also face complaints, disciplinary action by authorities, and legal proceedings being brought against us (which can be costly and time-consuming to defend, and which may significantly divert the efforts and resources of our management personnel away from our usual business operations) and may potentially result in us having to pay damages. This could materially and adversely affect our financial condition, prospects, and results of operations.

Failure to comply with data privacy, data protection, or any other laws and regulations related to data privacy and security, or the failure to protect client data or prevent breaches of our information systems, could expose us and the Operating Subsidiary to liability or reputational damage and materially and adversely affect our business, financial condition, and results of operations.

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

If any person, including any of our internal corporate employees, negligently disregards or intentionally breaches our established controls with respect to client or personal data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution. Unauthorized disclosure of sensitive or confidential client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. In addition, vulnerabilities of our external service providers and other third parties could also pose security risks to client information and data. Although we have taken steps to reduce the risk of such threats, our risk and exposure to a cyber-attack or related breach remains heightened due to the evolving nature of these threats, our routine transmission of sensitive information to third parties, the current global economic and political environment, external extremist parties and other developing factors. Similarly, unauthorized access to or through our information systems, whether by our employees or third parties, including a cyber-attack by third parties who may deploy viruses, worms or other malicious software programs, could result in negative publicity, significant remediation costs, legal liability, regulatory fines, and damage to our reputation and could have adverse effects on our results of operations. Any actual or perceived breach of the security of our technology, or media reports of perceived security vulnerabilities of our systems or the systems of our third-party service providers, could damage our reputation, expose us to the risk of litigation and liability, disrupt our operations, increase our costs with respect to investigations and remediation, reduce our revenues as a result of the theft of intellectual property, and otherwise adversely affect our business and results of operations.

In compliance with the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) we are obliged to keep all such data confidential. If any personal data provided by personnel is improperly disclosed to third parties, such personnel may take legal action against us for damages and/or compensation for the loss that may have arisen therefrom. Any relevant claims or legal action taken against us may affect our reputation and results of operations. There is no assurance that there will not be any improper disclosure of personal data or unauthorized access to our database.

We are in the business of providing employees to clients, there is a risk that we will be sued and/or held liable for claims resulting from actions by or against our employees placed to our clients.

As an EoR services provider, we employ people internally and in the workplaces of other businesses. For our EoR and human resources outsourcing services, our Operating Subsidiary acts as the employer of the assigned workers recruited for our clients, enters into employment contracts with such workers, who perform their jobs in the workplaces of our clients. Our ability to control the workplace environment of our clients is extremely limited. Further, many of personnel we employed as EoR that placed and/or seconded to our clients have access to our clients’ information systems and confidential information. As the Employer of Record of these personnel, we incur a risk of liability arising from various workplace events, including claims of physical injury, discrimination, harassment or failure to protect confidential personal information, wrongful termination or denial of employment, violations of employment rights related to employment screening or privacy issues, violations of wage and hour requirements. Other inherent risks include possible claims of errors and omissions, intentional misconduct, release, misuse or misappropriation of client confidential information or intellectual property, employment of illegal immigrants, criminal activity, torts, damage to customer facilities due to negligence of the placed workers, or other claims. These claims can carry significant financial penalties and damages.

While the personnel being placed or seconded with our clients and under the supervision of our clients during the performance of their duties, their negligence, omission or misconduct in connection with the performance of their duties may lead to lawsuits or claims against us. If our clients suffer any losses or damage arising from the negligent acts of the personnel placed by us, claims may be lodged against such personnel and us as well. We may incur fines and other losses or negative publicity with respect to these problems and claims. Such claims may result in negative publicity, injunctive relief, criminal investigations and/or charges, payment by us of monetary damages or fines, or other material adverse effects on our business. In addition, these claims may give rise to litigation, which could be time-consuming and expensive. We may incur additional costs to settle or defend these claims and these third parties’ claims or lawsuits arising from the acts of personnel placed by us may affect our business, financial condition and results of operations.

We have not experienced significant claims for damages or losses to date arising from the actions of these assigned or seconded personnels. New employment and labor laws and regulations may be proposed or adopted that may increase the potential exposure of employers to employment-related claims and litigation. There is a risk that we will be subject to such claims in the future and may be held liable even if our contribution to the injury is minimal or absent. We may also be required to indemnify our clients against claims brought against them by or against the personnels we placed. There can be no assurance that the corporate policies we have in place to help reduce our exposure to these risks will be effective or that we will not experience losses as a result of these risks. There can also be no assurance that the insurance policies we have purchased to insure against certain risks will be adequate or that insurance coverage will remain available on reasonable terms or be sufficient in amount or scope of coverage.

Our insurance coverage may not be sufficient to cover all losses or potential claims from our clients which losses could affect our business, financial condition and results of operations.

We may become subject to liabilities against which we are not insured adequately or at all or liabilities against which cannot be insured. Should any significant property damage or personal injury occur in our facilities or to our employees due to accidents, natural disasters, or similar events, our business may be adversely affected, potentially leading to a loss of assets, lawsuits, employee compensation obligations, or other forms of economic loss. Although we believe that we have sufficient insurance coverage in accordance with industry practices, and we will increase our insurance coverage when necessary, there is no guarantee that our existing insurance coverage is sufficient to indemnify us from possible losses or that we can be insured on terms which are acceptable to us. Our insurance policies also may not continue to be available at economically acceptable premiums, or certain types of insurance may not be obtained at a reasonable cost, or at all. For example, insurance covering losses from acts of war, terrorism, or natural catastrophes is either unavailable or cost prohibitive. Any losses that we may incur which we are not insured against may adversely affect our business, financial condition and results of operations.

We may also be involved in the potential claims by our clients against the EoR personnel placed by us arising from their misconduct or alleged misconduct in the course of providing services to our clients. We incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected.

We assume the obligation to make wage and pension payments for the personnel we placed to our clients, and, as a result, are exposed to client credit risks.

Under the EoR service agreement with our clients, we become the employer of assigned/seconded personnel and assume the obligations to pay their salaries, pensions, and related benefits costs. Our obligations include responsibility for payment of the salaries and wages for work performed by the personnel we placed to the client, regardless of whether the client timely pays us the associated service fee. If a client does not pay us, our ultimate liability for the personnel’s payroll and benefits costs could have a material adverse effect on our financial condition or results of operations.

We often have receivables from our clients, and as a human resources and staffing company, we are prone to cash flow imbalances because we have to fund payroll payments to EoR workers placed by us to our client before receiving payments from clients for our services. Cash flow imbalances also occur because we must pay workers placed and seconded by us even when we have not been paid by our customers. There is no assurance that we will be able to generate such net cash inflows from operating activities in the future. If we experience a significant and sustained drop in operating profits, or if there are unanticipated reductions in cash inflows or increases in cash outlays, we may be subject to cash shortfalls. If such a shortfall were to occur for even a brief period of time, it may have a significant adverse effect on our business. In particular, we use working capital to pay expenses relating to our assigned workers under the EoR services and to satisfy our assigned workers’ compensation liabilities. As a result, we must maintain sufficient cash availability to pay our assigned workers under the EoR services and fund related pension liabilities prior to receiving payment from customers.

We mainly derive working capital for our operations through cash generated by our operating activities. If our working capital needs to increase in the future, we may be forced to seek additional sources of capital, which may not be available on commercially reasonable terms. The aggregate value of our eligible accounts receivable may not be adequate to allow for borrowings for other corporate purposes, such as capital expenditures or growth opportunities, which could reduce our ability to react to changes in the market or industry conditions.

Our revenue can vary because our customers can terminate their relationship with us at any time with limited or no penalty.

For our EoR and executive search services, we focus on providing personnel to our client on assignment-by-assignment basis, which our client can generally terminate at any time or reduce their level of use when compared to prior periods. To avoid large placement fees, large companies may use in-house personnel staff, current employee referrals, or other human resources solutions service providers to find and hire temporary and permanent personnel. Because we typically charge our fees based on a percentage of the salary of a worker, customers with many jobs to fill have a financial incentive to avoid placement agencies like us.

Our EoR and executive search business is also significantly affected by our customers’ hiring needs and their views of their future prospects. Our customers may, on very short notice, terminate, reduce or postpone their recruiting assignments with us and, therefore, affect demand for our services. This could have a material adverse effect on our business, financial condition and results of operations. Substantially all of our revenue is derived from EoR services that are terminable for convenience of our clients. To provide the EoR and human resources outsourcing services and executive search services, we contract to provide our clients with candidates and talents at the customers’ request and satisfactions. Under these agreements, our customers often have little or no obligation to request our services. In addition, most of our contracts are cancellable on limited notice, even if we are not in default under the contract. We could face a significant decline in revenues, and our business, financial condition or results of operations could be materially adversely affected if there is a significant decline in the services requested from us under the service agreement, our customers cancel or defer a significant number of staffing requests, or our existing customer agreements expire or lapse and we cannot replace them with similar agreements.

If we are unable to retain a broad group of existing customers, lose one or more significant customers, or fail to attract new customers, our results of operations could suffer.

Increasing the growth and profitability of our business is particularly dependent upon our ability to retain existing customers and capture additional customers. Our ability to do so is dependent upon our ability to provide high quality services and offer competitive prices. If we are unable to execute these tasks effectively, we may not be able to attract a significant number of new customers and our existing customer base could decrease, including the loss of a significant customer, either or all of which could have an adverse impact on our revenues.

We depend on our senior management team and the loss of one or more key employees or an inability to attract and retain highly skilled employees could adversely affect our business.

Our success depends largely upon the continued services of our executive officers. We rely on our leadership team for marketing, sales, services, and general and administrative functions, and on mission-critical individual contributors. Further, our team of executive officers possess extensive industry contacts and knowledge, and are familiar with our business operations and have established good relationships with our clients. From time to time, our executive management team may change from the hiring or departure of executives, which could disrupt our business. We do not have employment agreements with our executive officers or other key personnel that require them to continue to work for us for any specified period; therefore, they could terminate their employment with us at any time. The loss of service of our directors, executive officers or other key personnel without suitable and timely replacements or the inability to attract and retain qualified management personnel will materially and adversely affect our operations and financial performance.

To execute our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel is intense, especially for experienced consultants and senior executives. If we are unable to attract such personnel in cities where we are located, we may need to hire in other locations, which may add to the complexity and costs of our business operations. We expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached legal obligations, resulting in a diversion of our time and resources. we fail to attract new personnel or fail to retain and motivate our current personnel, it could adversely affect our business and future growth prospects.

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

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

Some member of our management team, in particular, our Chief Executive Officer, Mr. Andrew Teh Yao, HO, are not currently engaged full-time basis with the Company and its subsidiary, which may affect our performance.

Mr. Andrew Teh Yao, HO (our Chief Executive Officer, director, and Chairman of the Board) and Ms. Irene Man Yi, HO (our director) are not currently engaged full-time with the Company. Mr. Andrew Teh Yao, HO devotes about 90% of his workweek, and Ms. Irene Man Yi, HO devotes about 30% of her workweek to the CALM Chain and the Operating Subsidiary. For Mr. Andrew Teh Yao, HO, in addition to his services in CALM Chain and TalentQuest, he currently serves as a venture partner and startup mentor at Inspect Ventures Fund and the director of Elite Educational Institution Limited. While Mr. Ho and Ms. Ho bring valuable expertise and leadership to the Company, their other professional commitments may limit their availability, which could impact our ability to execute on business strategies, respond quickly to operational challenges, and achieve long-term goals. Although each executive has represented that there are no known conflicts of interest with their outside activities at this time, there can be no assurance that such conflicts will not arise in the future, particularly as the demands of our business increase.

We face aggressive competition and if we are unable to compete effectively, it would have a material adverse effect on our business, financial condition and results of operations.

The markets for our services are highly competitive. Our markets are characterized by pressures to provide high levels of service, incorporate new capabilities and technologies, accelerate job completion schedules and reduce prices. Furthermore, we face competition from a number of sources, including other executive search firms and professional search, staffing and consulting firms. Some of our competitors possess greater financial and other resources, greater name recognition and longer operating histories than we do in particular markets or practice areas. New and existing competitors are aided by technology, and the market has low barriers to entry. Furthermore, internet employment sites expand a company’s ability to find workers without the help of traditional agencies. Personnel agencies often work as intermediaries, helping employers accurately describe job openings and screen candidates.

Increasing the use of sophisticated, automated job description and candidate screening tools could make many traditional functions of the human resources services providers obsolete. Specifically, the increased use of the internet may attract technology-oriented companies to the professional staffing industry. Free social networking sites such as LinkedIn and Facebook are also becoming a common way for recruiters and employees to connect without the assistance of a staffing company. In addition, our clients or prospective clients may decide to perform searches and headhunting tasks using in-house personnel. Finally, competitors sometimes reduce their fees in order to attract clients and increase market share.

Our future success will depend largely upon our ability to anticipate and keep pace with those developments and advances. Current or future competitors could develop alternative capabilities and technologies that are more effective, easier to use or more economical than our services. In addition, we believe that, with continuing development and increased availability of information technology, the industries in which we compete may attract new competitors. If our capabilities and technologies become obsolete or uncompetitive, our related revenue would decrease. Due to competition, we may experience reduced margins on our services, loss of market share, and loss of customers. If we are not able to compete effectively with current or future competitors as a result of these and other factors, our business, financial condition and results of operations could be materially adversely affected.

We may be subject to litigation, claims or other disputes.

We may from time to time be involved in disputes arising from contracts with clients, employees, personnels we placed to our clients in our talent pool or other third parties. Claims may also arise from disputes with clients and/or independent contractors in our talent pool on matters relating to payment and/or contractual performance. Claims involving us could result in time-consuming and costly litigations, arbitration, administrative proceedings or other legal procedures. Expenses we incur in legal proceedings or arising from claims brought by or against us may materially and adversely affect our financial performance.

Actions brought against us may result in settlements, awards, injunctions, fines, penalties and other results adverse to us. Moreover, liquidated damages, legal proceedings resulting in unfavorable judgment may harm our reputation, cause financial losses and damage our prospects of being awarded future contracts, thereby materially and adversely affecting our operations, financial performance and prospects.

We are exposed to risks of infringement of our intellectual property rights and the unauthorized use of our trademarks by third parties.

We have registered our trademark and domain to protect our intellectual property rights in Hong Kong. Should our trademark and domain be violated or infringed, there may be confusion by potential clients who have not previously worked with us.

Given our limited resources, we may not be able to effectively prevent third parties from violating our Company’s intellectual property rights. There is also no assurance that we will be able to obtain adequate remedies in the event of a violation of our intellectual property rights by our competitors or other third parties. If we fail to protect our intellectual property rights adequately, there may be an adverse impact on our Company’s reputation, goodwill and financial performance.

As at the date of this prospectus, whilst we have not experienced any claims for intellectual property rights infringement, there is no assurance that the products, services, technologies and advertising we use in our business do not or will not infringe valid intellectual property rights held by third parties in the future. In the event of any claims or litigation by third parties involving infringement of their intellectual property rights, whether with or without merit, our operations and financial performance may be adversely affected.

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

Our business strategies and future plans are set out in the paragraph headed “Growth Strategies” under the section headed “Business” and in the “Use of Proceeds” section in this prospectus. However, the successful implementation of these strategies and plans depends on a number of factors including but not limited to the following:

•        our ability to recruit and retain qualified and experienced staff; in particular, staff with relevant industry expertise to support the expected expansion of our EoR and human resources outsourcing services, executive search services and human resources research services.

•        our ability to cope with increased exposure to financial risk, operational risk, market risk, and credit risk arising from our expanded scope of business;

•        our ability to comply with all applicable laws and regulations, including employment, data privacy, and labour-related requirements in the jurisdictions in which we operate or intend to operate;

•        our ability to secure sufficient financial resources and human resources to support our growth and maintain service quality;

•        clients’ acceptance and demand for our services and our ability to compete with our competitors; and

•        our ability to adapt to the changes in the market and government policies.

Many of these factors are beyond our control and by nature, are subject to uncertainty. As such, there is no assurance that our business strategies and future plans can be implemented successfully or may be materialized in accordance with our expected timetable, or at all, despite our capital commitments and investments into the same. Any failure or delay in the implementation of any or all of these strategies and plans may have a material adverse effect on our profitability and prospects.

In addition, our future plans may place substantial demands on our managerial, operational, technological, financial, and other resources. To manage and support our growth, we may need to improve our existing operational and administrative systems, improve our financial and management controls, and enhance our ability to recruit, train and retain existing and/or additional qualified personnel and staff. All of these endeavors will require substantial attention and time from management and significant additional expenditures. We cannot assure you that we will be able to manage any future growth effectively and efficiently, and our ability to capitalize on new business opportunities may be materially and adversely affected if we fail to do so, which could in turn materially and adversely affect our business, results of operations, financial condition, and prospects.

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

Our strategy includes plans to grow both organically and through possible acquisitions, joint ventures, or other strategic alliances. Joint ventures and strategic alliances may expose us and our subsidiary to new operational, regulatory, and market risks, as well as risks associated with additional capital requirements. We may not be able, however, to identify suitable future acquisition targets or alliance partners. Even if we identify suitable targets or partners, the evaluation, negotiation, and monitoring of the transactions could require significant management attention and internal resources and we may be unable to complete an acquisition or alliance on terms commercially acceptable to us. The costs of completing an acquisition or alliance may be costly and we may not be able to access funding sources on terms commercially acceptable to us. Even when acquisitions are completed, we may encounter difficulties in integrating the acquired entities and businesses, such as difficulties in retention of clients and personnel, challenge of integration and effective deployment of operations or technologies, and assumption of unforeseen or hidden material liabilities or regulatory non-compliance issues. Any of these events could disrupt our business plans and strategies, which in turn could have a material adverse effect on our financial condition and results of operations. Such risks could also result in our failure to derive the intended benefits of the acquisitions, strategic investments, joint ventures, or strategic alliances, and we may be unable to recover our investment in such initiatives. We cannot assure you that we could successfully mitigate or overcome these risks.

Any significant or prolonged economic downturn could result in clients using fewer EoR employees demand and executive search mandates and the other services that we offer, terminating their relationship with us, or becoming unable to pay for services on a timely basis or at all.

Because demand for our staffing services is sensitive to changes in the level of economic activity and overall employment, our business has in the past, and may in the future, suffer during economic downturns. Consequently, as economic activity begins to slow, it has been our experience that our clients tend to reduce their hiring needs. Significant declines in demand, and thus in revenue, would likely result in lower profit levels. In addition, we may experience pricing pressure and slower client payments during economic downturns, which could negatively impact our results of operations. As a result, companies may seek more flexible payment terms or become unable to pay their debts as they become due.

Our operations are concentrated in Hong Kong. Our business performance is highly influenced by the macroeconomic, political, regulatory, social and other conditions in Hong Kong, China, and globally, all of which are beyond our control. Unfavorable market and economic conditions and the material deterioration of the political and regulatory environment in Hong Kong, Mainland China, and elsewhere in the world could materially and adversely affect our business, financial condition, prospects, and results of operations.

Currently, we have our entire operations in Hong Kong. We are affected by macroeconomic factors, such as general economic conditions, population growth, infrastructure development, and market sentiment which are in part, influenced by government spending, infrastructure spending, unemployment rates, real disposable income, inflation, recession, stock market performance, interest rate environment, regulatory policies, foreign investment, gross domestic product growth, business sentiment and economic outlook, all of which are beyond our control. Moreover, political conditions, social stability, taxation, price and exchange control regulations, industry laws and regulations in Hong Kong. There is no assurance that such conditions will not develop in a manner that will have an adverse effect for our operations and financial performance. Any change in the Hong Kong local economic, social and political environment, all of which are beyond our control, may lead to a prolonged period of sluggish market activities which would in turn have material adverse impact on our business.

The economic conditions in general of Hong Kong are highly sensitive to conditions of the political, social and economic conditions in Mainland China and globally. Economic conditions could be negatively impacted by many factors, both economically and politically, beyond our control, such as the inability to access capital markets, control of the foreign exchange, changes in exchange rates, rising interest rates or inflation, slowing or negative growth rate, government involvement in the allocation of resources, inability to meet financial commitments in a timely manner, terrorism, pandemics such as the Covid-19 pandemic, political uncertainty, Russo — Ukraine war, the outcome of the Sino — US trade dispute, civil unrest, fiscal or other economic policy of Hong Kong or other governments, and the timing and nature of any regulatory reform. Any significant or prolonged economic downturn would have a material adverse effect on our results of operations.

Our results of operations are affected by the level of business activity of our clients, which in turn is affected by general economic conditions and the level of economic activity in the industries and markets that they serve. When conditions in the global economy, including the credit markets, deteriorate, or economic activity slows, companies may hire fewer permanent employees and some companies, as a cost-saving measure, may choose to rely on their own human resources departments rather than third-party human resources services provider or search firms for talent supply or searching for talent. To the extent our clients delay or reduce hiring or human resources needs due to an economic downturn or economic uncertainty, our results of operations will be adversely affected. A continued economic downturn or period of economic uncertainty and a decline in the level of business activity of our clients would have a material adverse effect on our business, financial condition and results of operations.

The current heightened tensions in international economic relations, such as the one between the United States and China, may also give rise to uncertainties in global economic conditions and adversely affect the economy of Hong Kong. Amid these tensions, the U.S. government has imposed and may impose additional measures on entities in China, including sanctions. The U.S. government has imposed and has continued to propose to impose additional, new, or higher tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices. China has responded by imposing, and proposing to impose additional, new, or higher tariffs on certain products imported from the United States. Unfavorable financial market and economic conditions in Hong Kong, Mainland China, and elsewhere in the world, and the escalations of the tensions that affect trade relations may lead to slower growth in the global economy in general, could negatively affect our clients’ business and materially reduce demand for our services and increase price

competition, and thus could materially and adversely affect our business, financial condition, and results of operations. If the national or global economy or credit market conditions in general deteriorate, or the demand for our services in a significant industry decrease, our cash flows, business, financial condition and results of operations would be adversely affected. In addition, our profitability could be adversely affected due to our fixed costs and the possibility that we would be unable to reduce our variable costs without reducing revenues or within a timeframe sufficient to offset any decreases in revenues relating to changes in the market and economic conditions.

Given the close tie between Hong Kong and Mainland China, the stability of the Hong Kong economy and domestic market is susceptible to the general economic, political and regulatory environment in Mainland China. The economy of Mainland China differs from the economies of most developed countries in a number of aspects, such as the extent of government intervention, growth rate, and control of the foreign exchange. In particular, the PRC government exerts substantial control over the growth of the domestic economy by means of, among others, resource allocation as well as setting policy on foreign exchange. There is no assurance that the PRC government will not implement reforms or policies which may drastically (i) restrict Mainland China companies from setting up operations abroad and in Hong Kong; and/or (ii) restrict Mainland China companies and businesses to investing in Hong Kong. Such intervention or policies changes may potentially affect the attractiveness of Hong Kong as an alternative venue for Mainland China business to conduct fundraising activities and business in Hong Kong, or otherwise diminish the financial market of Hong Kong, given the substantial reliance of Hong Kong’s economy on the business and companies based in Mainland China. If the Chinese government implements market-oriented reforms involving unprecedented or experimental revision of its economic reform measures, there is no guarantee that adjustments to its policies will not negatively affect our operations and business development.

Furthermore, the outbreak of war in Ukraine has already affected global economic markets, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s military action in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect our client’s business and our business, even though we do not have any direct exposure to Russia or the adjoining geographic regions. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We are currently actively monitoring the situation in Ukraine, however, we cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial condition, liquidity and business outlook of our business.

We may incur losses or experience disruption of our operations as a result of unforeseen or catastrophic events, including pandemics, terrorist attacks, or natural disasters.

An outbreak and prevalence of pandemic such as COVID-19 would adversely impact economic activities and conditions worldwide and led to significant volatility and disruption to the economy. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, which had spread throughout the world and had resulted in the implementation of stringent governmental measures, including lockdowns, closures, quarantines, and travel bans or restrictions, temporary closure of businesses, intended to control the spread of the virus by different countries.

Though the impact of outbreaks of pandemic such as COVID-19 is temporary and not permanent, the frequent outbreak of different kinds of epidemics and pandemics including the new or more severe strains of the virus and their variants are highly uncertain and unpredictable, and the resultant anti-pandemic measures would inevitably result in slowdown of economic activities and disruptions to business operations in Hong Kong and worldwide. Such developments could adversely affect our clients’ hiring plans, delay or cancel recruitment processes, reduce demand for our services, and disrupt our ability to conduct in-person interviews and client meetings. These factors, in totality, may materially and adversely affect our business operations, financial performance, and growth prospects.

In addition, our business could also be materially and adversely affected by catastrophic events or other business continuity problems, such as natural or man-made disasters, fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, political unrest, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could

cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to operate. Moreover, besides COVID-19, our business and ability to operate could also be adversely affected by Ebola virus disease, Zika virus disease, H1N1 flu, H5N1 flu, H7N9 flu, avian flu, Swine flu, SARS or other epidemics.

We are located in Hong Kong, where our directors and management currently reside. Consequently, we and our subsidiary are highly susceptible to factors adversely affecting Hong Kong.

In addition, our results of operations could be adversely affected to the extent that any pandemic significantly impacts the Hong Kong economy or the other markets in which our clients operate. The incidence and severity of pandemics, natural disasters, or other events affecting business continuity are unpredictable, and our inability to timely and effectively implement contingency measures — such as remote working arrangements, alternative client engagement methods, and digital recruitment processes — could materially disrupt our service delivery, cause loss of business opportunities, result in material financial losses, trigger contractual or regulatory liabilities, and adversely affect our reputation. The business of our subsidiary could also be adversely affected if our employees are affected by pandemics. In addition, our results of operations could be adversely affected to the extent that any pandemic harms the Chinese or Hong Kong economy in general. The incidence and severity of disasters or other business continuity problems are unpredictable, and our inability to timely and successfully recover could materially disrupt our businesses and cause material financial loss, regulatory actions, reputational harm, or legal liability.

Risks Related to our Corporate Structure

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

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

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on any foreign exchange to transfer cash between CALM Chain and its subsidiary, across borders and to U.S. investors, nor are there any restrictions and limitations to distribute earnings from the subsidiary, to CALM Chain and U.S. investors and amounts owed.

Currently, the PRC law and regulations and foreign currency control in Mainland China do not currently have any material impact on the transfer of cash between CALM Chain and our Operating Subsidiary, or vice versa. However, the PRC government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our 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. Further, any limitation on the ability of our subsidiary to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

The dual-class structure of our Ordinary Shares will have the effect of concentrating voting control with our Controlling Shareholder, Mr. Andrew Teh Yao, HO, which will hold in the aggregate 84.40% of the voting power of our voting shares following the completion of this Offering, preventing you and other shareholders from influencing significant decisions, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. As of the date of this prospectus, the Company is authorized by its Amended and Restated Memorandum and Articles of Association to allot maximum of (i) 450,000,000 Class A Ordinary Shares of no par value and (ii) 50,000,000 Class B Ordinary Shares of no par value. As of the date of this prospectus, there are currently 15,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote by the shareholders. Each Class A Ordinary Share has one (1) vote and each Class B Ordinary Share has twenty (20) votes. The Class B Ordinary Shares are convertible into Class A Ordinary Shares, in whole or in part, at any time and from time to time at the option of the holder, on the basis of one Class A Ordinary Share for each Class B Ordinary Share. The holder of Class B Ordinary Shares would have, upon conversion of its Class B Ordinary Shares into Class A Ordinary Shares, one vote per Class A Ordinary Share held on all matters submitted to a vote of our shareholders. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

The Class B Ordinary Shares issued and outstanding are all owned by Mr. Andrew Teh Yao, HO (our Chief Executive Officer and the Chair of our Board), representing 76.34% of the aggregate voting power of our currently outstanding Ordinary Shares as of the date hereof. Upon the completion of this Offering, Mr. Andrew Teh Yao, HO will hold 84.40% of the aggregate voting power of our issued and outstanding Class A and Class B Ordinary Shares, assuming that the underwriter do not exercise their over-allotment option. Because of the one-to-twenty voting ratio between our Class A and Class B Ordinary Shares, Mr. Ho will continue to control a majority of the combined voting power of our Ordinary Shares and therefore be able to control all matters submitted to our shareholders for approval so long as the Class B Ordinary Shares represent at least 51% of the voting power of all outstanding Ordinary Shares. This concentrated control will limit the ability of holders of Class A Ordinary Shares to influence corporate matters for the foreseeable future. Furthermore, should the Company decide to issue additional Class A Ordinary Shares in the future, the one-to-twenty voting ratio between the two classes of our ordinary shares will result in further dilutive effect on the holders of Class A Ordinary Shares.

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

•        the election of directors;

•        determinations with respect to our business direction and policies, including the appointment and removal of directors;

•        determinations with respect to corporate transactions, such as mergers, business combinations, change in control transactions or the acquisition or the disposition of assets;

•        our financing and dividend policy;

•        determinations with respect to our tax returns; and

•        compensation and benefits programs and other human resources policy decisions.

Even if Mr. Andrew Teh Yao, HO were to dispose of certain of his shares of our Ordinary Shares such that it would control less than a majority of the voting power of our outstanding Ordinary Shares, it may be able to influence the outcome of corporate actions so long as it retains Class B Ordinary Shares. During the period of Mr. Andrew Teh Yao, HO controlling or significant ownership of our Ordinary Shares, investors in this Offering may not be able to affect the outcome of such corporate actions.

Our Controlling Shareholder, Mr. Andrew Teh Yao, HO, may have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. Corporate action might be taken even if other shareholders, including those who purchase shares in this Offering, oppose them. This concentration of ownership may

have the effect of delaying, preventing or deterring a change of control or other liquidity event of our Company, could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale or other liquidity event and might ultimately affect the market price of our Class A Ordinary Shares.

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

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

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

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

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

We are a business company incorporated under the laws of the BVI. We conduct our operations in Hong Kong, outside the United States and substantially all of our assets are located outside the United States. In addition, all our directors, officers and senior management are located in Hong Kong, and all or a substantial portion of their assets are located outside of the United States. As a result, it may be difficult or impossible for investors to effect service of process within the United States upon us or such persons or to enforce judgments obtained in United States courts against them or against us, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Even if you are successful in bringing an action of this kind, the laws of the BVI or Hong Kong could render you unable to enforce a judgment against our assets or the assets of our directors and officers. For further information regarding the relevant laws of the BVI and Hong Kong, please refer to the section titled “Regulations”.

We have been advised by our BVI legal counsel, Ogier, that there is uncertainty as to whether the courts of the BVI would:

•        recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; and

•        entertain original actions brought in the BVI against us or our Directors or officers predicated upon the securities laws of the United States or any state in the United States.

The U.S. and the BVI do not have a treating providing for reciprocal recognition and enforcement of judgments of courts of the U.S. in civil and commercial matters and that a final judgment for the payment of money rendered by any general or state court in the U.S. based on civil liability, whether or not predicated solely upon the U.S. federal securities laws would not be enforceable in the BVI. A final and conclusive judgment obtained in U.S. federal or state courts under which a sum of money is payable as compensatory damages (i.e., not being a sum claimed by a revenue authority for taxes or other charges of a similar nature by a governmental authority, or in respect of a fine or penalty or multiple or punitive damages) may be the subject of an action on a debt in the court of the BVI under the common law doctrine of obligation. Furthermore, it is uncertain that BVI courts would: (i) recognize or enforce judgments of U.S. courts obtained in actions against us or our directors or officers predicated upon the civil liability provisions of the U.S. federal securities laws; or (ii) entertain original actions brought in the BVI against us or other persons predicated upon the Securities Act.

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

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

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

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

Under the laws of the BVI, there is limited statutory protection of minority shareholders other than the provisions of the BVI Act dealing with shareholder remedies. The principal protections under BVI statutory law are derivative actions, actions brought by one or more shareholders for relief from unfair prejudice, oppression and unfair discrimination and/or to enforce the BVI Act or the Amended and Restated Memorandum and Articles of Association. Shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the Amended and Restated Memorandum and Articles of Association and are entitled to payment of the fair value of their respective shares upon dissenting from certain enumerated corporate transactions.

There are common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the BVI is limited. Under the general rule pursuant to English common law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company

at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors. However, every shareholder is entitled to seek to have the affairs of the company conducted properly according to BVI law and the constitutional documents of the company. As such, if those who control the company have persistently disregarded the requirements of the BVI law and the constitutional documents of the company, then the courts may grant relief. Generally, the areas in which the courts will intervene are the following: (i) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (ii) acts that constitute fraud on the minority where the wrongdoers control the company; (iii) acts that infringe or are about to infringe on the personal rights of the shareholders, such as the right to vote; or (iv) where the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.

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

Certain corporate governance practices in the BVI, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. 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 our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

Risks Relating to Our Class A Ordinary Shares and This Offering

Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA to require 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.

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

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. On

September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong.

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

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

Our auditor, SRCO Professional Corporation Chartered Professional Accountants, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as a firm headquartered in New York and registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards with the last inspection in December 2024, and as of the date of this prospectus, our auditor is not subject to and not affected by to the PCAOB’s December 2021 Determination Report. However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditor because of a position taken by an authority in a foreign jurisdiction, such as the PRC authorities, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities.

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

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

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

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

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

The initial public offering price for our Class A Ordinary Shares will be determined by negotiation between us and the underwriter and may vary from the market price of our Class A Ordinary Shares following our initial public offering. We cannot assure you that the price at which the Class A Ordinary Shares are traded after this Offering will not decline below the initial public offering price. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. As a result, investors in our Class A Ordinary Shares may experience a significant decrease in the value of their Class A Ordinary Shares due to insufficient or a lack of market liquidity of our Class A Ordinary Shares.

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

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

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

•        regulatory developments affecting us or our industry;

•        variations in our revenues, profit, and cash flow;

•        the general market reactions and financial market fluctuation due to the continuous Russo-Ukraine conflicts;

•        changes in the economic performance or market valuations of other human resources firms, and the political, social and economic conditions in Mainland China and Hong Kong;

•        actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results;

•        fluctuations of exchange rates among Hong Kong dollar, Renminbi, and the U.S. dollar;

•        changes in financial estimates by securities research analysts;

•        detrimental negative publicity about us, our services, our officers, directors, Controlling Shareholder, other beneficial owners, professional parties we partner with, or our industry;

•        announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments;

•        additions to or departures of our senior management;

•        litigation or regulatory proceedings involving us, our officers, directors, or Controlling Shareholder;

•        release or expiry of lock-up or other transfer restrictions on our outstanding Ordinary Shares; and

•        sales or perceived potential sales of additional Ordinary Shares.

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

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

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

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

Our Class A Ordinary Shares may be thinly-traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Assuming our Class A Ordinary Shares begin trading on the Nasdaq Capital Market, our Class A Ordinary Shares may be “thinly-traded,” meaning that the number of persons interested in purchasing our Class A Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we come to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as

compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for our Class A Ordinary Shares may not develop or be sustained.

Our existing shareholders will be able to sell their Class A Ordinary Shares after completion of this Offering subject to restrictions under the Rule 144.

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

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

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

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

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

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

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

•        reduced liquidity for our Class A Ordinary Shares;

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

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

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

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

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

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

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

There will be 20,500,000 Class A Ordinary Shares outstanding immediately after this Offering, or 21,250,000 Class A Ordinary Shares if the underwriter exercises their option to purchase additional Class A Ordinary Shares in full. Sales of these Class A Ordinary Shares into the market could cause the market price of our Class A Ordinary Shares to decline.

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

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

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

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

Our board of directors may, by resolution of directors, authorize a distribution (including dividend and interim dividend) at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that, immediately after the distribution, the value of our assets will exceed our liabilities and we will be able to pay our debts as and when they fall due.

We currently intend to retain all remaining funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any further dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and will be subject to the restrictions contained in any future financing instruments.

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

SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statements and opinions contained in this prospectus are based upon information available to us as of the date of this prospectus and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

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

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

•        current and future economic and political conditions;

•        expected changes in our revenues, costs or expenditures;

•        our expectations regarding demand for and market acceptance of our services;

•        our expectations regarding our client base;

•        our ability to obtain, maintain or procure all necessary government certifications, approvals, and/or licenses to conduct our business, and in the relevant jurisdictions in which we operate;

•        competition in our industry;

•        relevant government policies and regulations relating to our industry;

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

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

•        overall industry, economic and market performance;

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

You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus forms a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

USE OF PROCEEDS

Based upon an assumed initial public offering price of US$6.00 per Class A Ordinary Share (being the mid-point of the range set forth on the cover page of this prospectus), we estimate that CALM Chain will receive net proceeds from this Offering, after deducting the underwriting discounts and other estimated offering expenses payable by us, of approximately US$26.2 million, assuming the underwriter does not exercise their over-allotment option.

We plan to use the net proceeds we will receive from this Offering as follows:

•        approximately 30% for business development and expansion into the Asia Pacific market;

•        approximately 30% for applying artificial intelligence technology into the business for resources optimization; and

•        approximately 40% for general administration and working capital purposes.

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

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

Pending any use of proceeds described above, we plan to invest the net proceeds from this Offering in short-term, interest-bearing, debt instruments or demand deposits.

DIVIDEND POLICY

Before the incorporation of the Company, on May 31, 2025, our Operating Subsidiary, TalentQuest HR Limited declared a dividend of HK$48,000 per share (equivalent to $6,122 per share) with respect to the 100 issued shares of TalentQuest HR Limited or HK$4,800,000 (equivalent to $612,175) to the sole shareholder of TalentQuest HR Limited. On May 31, 2025, TalentQuest HR Limited settled the dividend payable to the sole shareholder of TalentQuest HR Limited of HK$4,800,000 (equivalent to $612,175) by way of offsetting the amount due from a director, who was the same ultimate shareholder of TalentQuest HR Limited. Save as previously disclosed, as of the date of the prospectus, and for the six months ended November 30, 2025 and the years ended May 31, 2025 and 2024, neither CALM Chain nor its subsidiary have declared or made any dividend or contribution to their respective shareholders.

We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends to public shareholders of CALM Chain in the foreseeable future.

Subject to the BVI Act and our Amended and Restated Memorandum and Articles of Association, our board of directors may, by resolution of directors, authorize and declare a dividend to CALM Chain’s shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately after the distribution (a) we will be able to pay our debts as they fall due; and (b) the value of our assets exceeds our liabilities.

As we are a holding company, we rely on dividends paid to us by our subsidiary for our cash requirements, including funds to pay any dividends and other cash distributions to our shareholders, service any debt we may incur and pay our operating expenses. CALM Chain’s ability to pay dividends to the shareholders will depend on, among other things, the availability of dividends from our Operating Subsidiary, TalentQuest. According to the BVI Act, a BVI company may make dividends distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due.

CAPITALIZATION

The following table sets forth our capitalization as of November 30, 2025 on (i) an actual basis and (ii) a pro forma basis giving effect to the sale of 5,000,000 Class A Ordinary Shares by us in this Offering at an assumed initial public offering price of US$6.00 per Class A Ordinary Share (being the mid-point of the range set forth on the cover page of this prospectus) and to reflect the application of the proceeds after deducting the underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us.

CALM Chain’s issued share capital is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Class A Ordinary Shares are the only class of Ordinary Shares being offered in this Offering. CALM Chain currently has 15,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all resolutions of the shareholders and have the same rights except each Class A Ordinary Share shall entitle its holder to one (1) vote and each Class B Ordinary Share shall entitle its holder to twenty (20) votes. Each Class B Ordinary Share shall be convertible, at the option of the shareholder, at any time after the date of issuance of such share, into one fully paid and non-assessable Class A Ordinary Share.

You should read this table in conjunction with our financial statements and related notes appearing elsewhere in this prospectus and “Use of Proceeds” and “Description of Share Capital”.

____________

(1)      Gives effect to the sale of 5,000,000 Class A Ordinary Shares by us in this Offering (excluding any over-allotment shares that may be sold pursuant to the over-allotment option) at an assumed initial public offering price of US$6.00 per Class A Ordinary Share (being the mid-point of the range set forth on the cover page of this prospectus) and reflects the application of the proceeds after deducting the underwriting discounts, non-accountable expense allowance and our estimated offering expenses.

Assuming the over-allotment option is not exercised, each US$1 increase (decrease) in the assumed initial public offering price of US$6.00 per Class A Ordinary Share (being the mid-point of the range set forth on the cover page of this prospectus) would increase (decrease) the pro forma as adjusted amount of total capitalization by US$4,600,000, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us. An increase (decrease) of one million in the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of total capitalization by US$5,520,000, assuming no change in the assumed initial public offering price per Class A Ordinary Share as set forth on the cover page of this prospectus.

DILUTION

If you invest in our Class A Ordinary Shares in this Offering, your interest will be immediately diluted to the extent of the difference between the initial public offering price per Class A Ordinary Share in this Offering and the net tangible book value per Class A Ordinary Share after this Offering. Dilution results from the fact that the initial public offering price per Ordinary Share is substantially in excess of the net tangible book value per Class A Ordinary Share.

As of November 30, 2025, we had a historical net tangible book value of US$44,419, or US$0.002 per Ordinary Share (both Class A and Class B Ordinary Share). Our net tangible book value per share represents total tangible assets less total liabilities and deferred IPO costs, divided by the number of Ordinary Shares outstanding on November 30, 2025.

The calculation in this section assumes that 15,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares were issued and outstanding as of November 30, 2025. After giving effect to the sale of Class A Ordinary Shares in this Offering at the assumed initial public offering price of US6.00 per Class A Ordinary Share (being the mid-point of the range set forth on the cover page of this prospectus) and after deducting the underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us, our pro forma as adjusted net tangible book value at November 30, 2025 would have been US$26,250,860, or US$1.141 per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$1.139 per Ordinary Share to existing investors and immediate dilution of US$4.859 per Ordinary Share to new investors. The following table illustrates this dilution to new investors purchasing Class A Ordinary Share in this Offering:

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$6.00 per Class A Ordinary Share (being the mid-point of the range set forth on the cover page of this prospectus) would increase (decrease) our pro forma as adjusted net tangible book value as of November 30, 2025, after this Offering by approximately US$0.200 per Class A Ordinary Share, and would increase (decrease) dilution to new investors by US$0.800 per Class A Ordinary Share, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us.

An increase (decrease) of one million in the number of Class A Ordinary Shares we are offering would increase (decrease) our pro forma as adjusted net tangible book value as of November 30, 2025 after this Offering by approximately US$0.18 (US$0.20) per Class A Ordinary Share, and would (decrease) increase dilution to new investors by approximately (US$0.18) US$0.20 per Class A Ordinary Share, assuming the assumed initial public offering price per Class A Ordinary Share, as set forth on the cover page of this prospectus remains the same, and after deducting the estimate underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this Offering determined at pricing.

If the underwriter exercises their over-allotment option in full, the pro forma as adjusted net tangible book value per Class A Ordinary Share after the Offering would be US$1.280, the increase in net tangible book value per Class A Ordinary Share to existing shareholders would be US$1.278, and the immediate dilution in net tangible book value per Class A Ordinary Share to new investors in this Offering would be US$4.720.

The following table summarizes, on a pro forma as adjusted basis as of November 30, 2025, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share before deducting the estimated discounts to the underwriter, non-accountable expense allowance and other estimated offering expenses payable by us.

____________

(1)      Not including over-allotment shares.

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

On April 1, 2021, the Operating Subsidiary entered the Supply Agreement with the largest customer to provide EoR and human resources outsourcing services and executive search services for a period of three (3) years. On April 1, 2024, the Supply Agreement has been renewed for eighteen (18) months, until November 1, 2025, subject to further renew or extension by agreement in writing. There are no assurances that our Supply Agreement with the largest customer could be renewed on commercially favorable terms upon its expiration. Furthermore, the largest customer, being our largest customer, may also terminate our agreement for convenience at any time. If our business relationships with the largest customer is interrupted or terminated, for any reason the largest customer became unable or unwilling to continue to engage us as the EoR and human resources outsourcing services provider, no longer gives us the mandate for the job placement or EoR and human resources outsourcing services, replaces our services with one or more of our competitors and/or we experience a significant reduction of business from the largest customer, our business, financial condition and results of operations would be materially and adversely affected. There is no assurance that we would be able to replace the largest customer or lost business with the largest customer with one or more customers that generate comparable revenue. Furthermore, there could be no assurance that our revenue from the largest customer continues to grow at the same rate or at all. Any revenue growth will depend on our ability to retain existing clients and capture additional clients, and our ability to do so depends on our ability to provide high-quality services and offer competitive prices. However, if we are unable to continue providing high-quality services at competitive prices, our existing client base could decrease and we may not be able to attract a significant number of new clients, either or both of which could have an adverse impact on our business and revenue.

Our customers, including our major customers, rarely provide the Operating Subsidiary with firm, long- or short-term hiring commitments. There is no assurance that any of our major customers will continue to engage us as their EoR or human resources supplier in the future, and there is no assurance our customers will continue to hire their employment through our Operating Subsidiary as the EoR in the same quantities or on the same terms as in the past. Our major customers are mainly financial institutions, banks, and governmental organizations, who has significantly more bargaining power than us. Our services could be replaceable. These major customers may seek to leverage their positions to reduce their costs by demanding improved efficiency, lower pricing, more favorable terms, or specifically tailored terms of services or services offering, which may have a material adverse effect on our business, results of operations, and financial condition.

Our major customers, including our largest customers, could significantly decrease or cease their business with us with limited or no notice, for reasons it cannot anticipate or control, such as the business condition (financial or otherwise) of any of our major customers, even if unrelated to us, changes in their business strategy or operations, manpower needs, quality of our services and the availability of competing services or products, and we could have periods with limited or zero placement of the EoR employee to our major customers, while still incurring costs related to workforce maintenance, marketing general corporate expenses and other overheads, our business, results of operations, financial condition and future prospects may be adversely affected. We may not find new customers to supplement our revenue in periods when we experienced reduced EoR mandates, or recover fixed costs incurred during those periods, which could materially and adversely affect our business, financial condition and results of operations.

Our goal is to diversify our client base, industries coverage, revenue source and position ourselves as a trusted human resources solutions service provider. However, we cannot assure you that we will be successful in diversifying our client base and reducing our client and industry concentration risk. Moreover, if we lose a key client or if a client decides to engage in a competitor, and if we are unable to secure new clients during a period of time in the future, our results of operations, financial conditions, cashflow positions may be adversely and materially impacted.

Basis of Presentation

Our accompanying combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

Our combined financial statements include the financial statements of the Company and its wholly owned subsidiary. All intercompany transactions and balances among the Company and its subsidiary have been eliminated upon combination.

Key Components of Results of Operations

Comparison of Six Months Ended November 30, 2025 and 2024

Revenue

Our revenue is generated from providing EoR and human resources outsourcing services, executive search services and human resources research services. The following table sets forth the breakdown of our revenue by service line for the six months ended November 30, 2025 and 2024, respectively:

Our total revenue decreased by $556,576 or 14.9%, from $3,738,762 for the six months ended November 30, 2024 to $3,182,186 for the six months ended November 30, 2025. Such decrease was mainly due to (i) the decrease in revenue from the provision of EoR and human resources outsourcing services by $598,898 or 19.4%, from $3,088,531 for the six months ended November 30, 2024 to $2,489,633 for the six months ended November 30, 2025, mainly as a result of the decrease in our services requested by our largest customer, a Hong Kong branch of a multinational bank during the six months ended November 30, 2025; and (ii) the decrease in revenue from the provision of executive search services by $304,778 or 67.5%, from $451,278 for the six months ended November 30, 2024 to $146,500 for the six months ended November 30, 2025, which was mainly attributable to the decrease in market demand for executive search services leading to the decrease in number of executive search services we performed for our customers during the six months ended November 30, 2025, as compared to the six months ended November 30, 2024, which was partially offset by the increase in revenue from the provision of human resources research services by $347,100 or 174.5%, from $198,953 for the six months ended November 30, 2024 to $546,053 for the six months ended November 30, 2025, mainly as a result of the increase in number of human resources research services we performed for our customers during the six months ended November 30, 2025, as compared to the six months ended November 30, 2024.

Operating costs and expenses

The following table sets forth the breakdown of our operating costs and expenses for the six months ended November 30, 2025 and 2024, respectively:

Our operating costs and expenses mainly consist of business service fees — direct cost, employee compensation and benefits expenses — direct cost, employee compensation and benefits expenses, legal and professional fees, depreciation of property and equipment, operating lease expenses, current expected credit losses on accounts receivables, advertising and marketing expenses and other operating costs and expenses. Our operating costs and expenses decreased by $564,693 or 16.6%, from $3,397,550 for the six months ended November 30, 2024 to $2,832,857 for the six months ended November 30, 2025. Such decrease was mainly attributable to the decrease in our employee compensation and benefits expenses — direct cost for the six months ended November 30, 2025, which was in line with the decrease in our revenue as stated above.

Business service fees — direct cost

Our business service fees — direct cost represented the service fees we paid to the independent third parties that we engaged for the provision of due diligence services and background checks on our candidates and consulting services in respect of human resources to us. Our business service fees — direct cost decreased by $6,001 or 45.3%, from $13,235 for the six months ended November 30, 2024 to $7,234 for the six months ended November 30, 2025, which was in line with the decrease in our revenue as stated above.

Employee compensation and benefits expenses — direct cost

Our employee compensation and benefits expenses — direct cost mainly consisted of salaries and other allowances and retirement benefit scheme contribution to our assigned staff who provide services to our customers. Our employee compensation and benefits expenses — direct cost decreased by $645,079 or 22.8%, from $2,829,807 for the six months ended November 30, 2024 to $2,184,728 for the six months ended November 30, 2025, which was in line with the decrease in our revenue from providing EoR and human resources outsourcing services as stated above.

Employee compensation and benefits expenses

Our employee compensation and benefits expenses mainly consisted of salaries and other allowances and retirement benefit scheme contribution for our operational staff. Our employee compensation and benefits expenses decreased by $66,463 or 18.2%, from $365,774 for the six months ended November 30, 2024 to $299,311 for the six months ended November 30, 2025, which was mainly attributable to the decrease in number of staff for the six months ended November 30, 2025, as compared to the six months ended November 30, 2024.

Legal and professional fees

Our legal and professional fees mainly consisted of the audit fees and company secretarial fees. Our legal and professional fees increased by $259,961 or 41,133.1%, from $632 for the six months ended November 30, 2024 to $260,593 for the six months ended November 30, 2025, which was mainly attributable to the increase in our audit fees incurred for the preparation for our initial public offering for the six months ended November 30, 2025, as compared to the six months ended November 30, 2024.

Depreciation of property and equipment

Our depreciation of property and equipment decreased by $977 or 21.1%, from $4,636 for the six months ended November 31, 2024 to $3,659 for the six months ended November 30, 2025, which was mainly attributable to the fact that more property and equipment were fully depreciated during the six months ended November 30, 2025, as compared to the six months ended November 30, 2024.

Operating lease expenses

Our operating lease expenses decreased by $67,755 or 100.0%, from $67,755 for the six months ended November 30, 2024 to nil for the six months ended November 30, 2025, which was mainly attributable to the termination due to expiry of our office lease agreements on April 30, 2025 and we subsequently entered into the license agreement with our related party for the use of our office in Hong Kong since May 1, 2025.

Current expected credit losses on accounts receivable

Our current expected credit losses on accounts receivable decreased by $1,534 or 15.2%, from $10,065 for the six months ended November 30, 2024 to $8,531 for the six months ended November 30, 2025, which was mainly attributable to the more favorable forward-looking factors during the six months ended November 30, 2025.

Advertising and marketing expenses

Our advertising and marketing expenses mainly represented the service fees paid to the professional advertising and marketing service providers for advertising the job recruitments for our customers. Our advertising and marketing expenses decreased by $8,227 or 18.1%, from $45,489 for the six months ended November 30, 2024 to $37,262 for the six months ended November 30, 2025, which was mainly attributable to the decrease in market demand for executive search services for the six months ended November 30, 2025, as compared to the six months ended November 30, 2024.

Other operating costs and expenses

Our other operating costs and expenses mainly consisted of travelling expenses, entertainment expenses, office expenses, utilities expenses, cleaning expenses, etc. Our other operating costs and expenses decreased by $28,618 or 47.6%, from $60,157 for the six months ended November 30, 2024 to $31,539 for the six months ended November 30, 2025, which was mainly attributable to the decrease in computer expenses for the six months ended November 30, 2025, as compared to the six months ended November 30, 2024, as a result of the exercise of cost control on other operating costs and expenses by the management during the six months ended November 30, 2025.

We expect our operating costs and expenses, including, but not limited to, employee compensation and benefits expenses, to increase in the foreseeable future, as our business further grows. We expect our legal and professional fees for legal, audit, and advisory services will increase as we will incur the audit fee, legal fee and advisory fee for this Offering and subsequently as a public company upon the completion of this Offering.

Other income, net

Our other expenses, net include bank interest income, other income and interest expenses. Our other income, net increased by $74,800 or 159.4%, from the other expenses, net of $46,929 for the six months ended November 30, 2024 to other income, net of $27,871 for the six months ended November 30, 2025, which was mainly attributable to the receipt of our government subsidies under the dedicated fund on branding, upgrading and domestic sales during the six months ended November 30, 2025, as compared to the six months ended November 30, 2024.

Income tax expense

Under the current laws of the British Virgin Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no British Virgin Islands withholding tax will be imposed.

TalentQuest HR Limited is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. Hong Kong profit tax rates are 8.25% on assessable profits up to approximately $256,911 (HK$2,000,000), and 16.5% on any part of assessable profits approximately $256,911 (HK$2,000,000). We recorded the income tax expense of $42,062 and $28,785 for the six months ended November 30, 2025 and 2024, respectively.

Net Income

As a result of the foregoing, we reported net income of $335,138 and $265,498 for the six months ended November 30, 2025 and 2024, respectively.

Comparison of Years Ended May 31, 2025 and 2024

Revenue

Our revenue is generated from providing EoR and human resources outsourcing services, executive search services and human resources research services. The following table sets forth the breakdown of our revenue by service line for the years ended May 31, 2025 and 2024, respectively:

Our total revenue increased by $2,484,553 or 45.1%, from $5,502,969 for the year ended May 31, 2024 to $7,987,522 for the year ended May 31, 2025. Such increase was mainly due to (i) the increase in revenue from providing EoR and human resources outsourcing services by $1,475,820 or 31.6%, from $4,675,423 for the year ended May 31, 2024 to $6,151,243 for the year ended May 31, 2025, mainly as a result of the increase in our services requested by our largest customer, who is a Hong Kong branch of a multinational bank, to supply our employees to provide services for them during the year ended May 31, 2025; and (ii) the increase in revenue from providing human resources research services by $1,093,139 or 3,562.1%, from $30,688 for the year ended May 31, 2024 to $1,123,827 for the year ended May 31, 2025, mainly as a result of the increase in number of human resources research services we performed for our customers during the year ended May 31, 2025, as compared to the year ended May 31, 2024.

Operating costs and expenses

The following table sets forth the breakdown of our operating costs and expenses for the years ended May 31, 2025 and 2024, respectively:

Our operating costs and expenses mainly consist of business service fees — direct cost, employee compensation and benefits expenses — direct cost, employee compensation and benefits expenses, legal and professional fees, depreciation of property and equipment, operating lease expenses, current expected credit losses on accounts receivables, advertising and marketing expenses and other operating costs and expenses. Our operating costs and expenses increased by $864,989 or 14.8%, from $5,834,474 for the year ended May 31, 2024 to $6,699,463 for the year ended May 31, 2025. Such increase was mainly attributable to the increase in our employee compensation and benefits expenses — direct cost for the year ended May 31, 2025, which was partially offset by the decrease in our employee compensation and benefits expenses for the year ended May 31, 2025, as compared to the year ended May 31, 2024.

Business service fees — direct cost

Our business service fees — direct cost represented the service fees we paid to the independent third parties that we engaged for the provision of due diligence services and background checks on our candidates and consulting services in respect of human resources to us. Our business service fees — direct cost decreased by $33,980 or 63.8%, from $53,266 for the year ended May 31, 2024 to $19,286 for the year ended May 31, 2025, which was mainly attributable to the engagement of a professional consultant for the provision of consulting services in respect of human resources to us during the year ended May 31, 2024, and we did not continue to engage that consultant for the year ended May 31, 2025.

Employee compensation and benefits expenses — direct cost

Our employee compensation and benefits expenses — direct cost mainly consisted of salaries and other allowances and retirement benefit scheme contribution to our assigned staff who provide services to our customers. Our employee compensation and benefits expenses — direct cost increased by $1,416,259 or 33.5%, from $4,230,189 for the year ended May 31, 2024 to $5,646,448 for the year ended May 31, 2025, which was in line with the increase in our revenue from providing EoR and human resources outsourcing services.

Employee compensation and benefits expenses

Our employee compensation and benefits expenses mainly consisted of salaries and other allowances and retirement benefit scheme contribution for our operational staff. Our employee compensation and benefits expenses decreased by $446,497 or 37.8%, from $1,180,738 for the year ended May 31, 2024 to $734,241 for the year ended May 31, 2025, which was mainly attributable to the decrease in number of staff for the year ended May 31, 2025, as compared to the year ended May 31, 2024.

Legal and professional fees

Our legal and professional fees mainly consisted of the audit fees and company secretarial fees. Our legal and professional fees decreased by $4,284 or 85.2%, from $5,028 for the year ended May 31, 2024 to $744 for the year ended May 31, 2205, which was mainly attributable to the decrease in professional services engaged by us during the year ended May 31, 2025, as compared to the year ended May 31, 2024.

Depreciation of property and equipment

Our depreciation of property and equipment remained relatively stable at $9,280 and $9,874 for the years ended May 31, 2025 and 2024, respectively.

Operating lease expenses

Our operating lease expenses decreased by $22,006 or 16.3%, from $135,026 for the year ended May 31, 2024 to $113,020 for the year ended May 31, 2025, which was mainly attributable to the termination due to expiry of our office lease agreements on April 30, 2025 and we subsequently entered into the license agreement with our related party for the use of our office in Hong Kong since May 1, 2025.

Current expected credit losses on accounts receivable

Our current expected credit losses on accounts receivable increased by $3,330 or 262.4%, from $1,269 for the year ended May 31, 2024 to $4,599 for the year ended May 31, 2025, which was mainly attributable to the increase in accounts receivable balance exposed to credit risk as at 31 May 2025, as compared to 31 May 2024.

Advertising and marketing expenses

Our advertising and marketing expenses mainly represented the service fees paid to the professional advertising and marketing service providers for advertising the job recruitments for our customers. Our advertising and marketing expenses decreased by $9,909 or 12.1%, from $82,027 for the year ended May 31, 2024 to $72,118 for the year ended May 31, 2025, which was mainly attributable to the decrease in market demand for executive search services for the year ended May 31, 2025, as compared to the year ended May 31, 2024.

Other operating costs and expenses

Our other operating costs and expenses mainly consisted of travelling expenses, entertainment expenses, office expenses, utilities expenses, cleaning expenses, etc. Our other operating costs and expenses decreased by $37,330 or 27.2%, from $137,057 for the year ended May 31, 2024 to $99,727 for the year ended May 31, 2025, which was mainly attributable to the decrease in office expenses for the year ended May 31, 2025, as compared to the year ended May 31, 2024, as a result of the exercise of cost control on other operating costs and expenses by the management during the year ended May 31, 2025.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with entities which are not combined or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Commitments and Contingencies

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

The following table summarizes our contractual obligations as of November 30, 2025:

Capital Expenditures

For the six months ended November 30, 2025 and 2024 and the years ended May 31, 2025 and 2024, we purchased $51, nil, nil and $7,953 of property and equipment, respectively, mainly for use in our operations.

Subsequent to November 30, 2025 and as of the date of this prospectus, we did not purchase any material property and equipment for operational use. We do not have any other material commitments to capital expenditures as of November 30, 2025 or as of the date of this prospectus.

Inflation

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

Seasonality

It is normal for companies/organizations to review their human resources strategies shortly after their respective year-ends. Our Directors consider that the demands for our EoR and human resources outsourcing services, executive search services as well as human resources research services are generally not subject to seasonality.

Critical Accounting Policies and Critical Accounting Judgments and Estimates

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

Critical accounting policies

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

Critical accounting estimates

You should also consider the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.

Allowance for current expected credit losses

We have adopted the loss rate methodology to estimate historical losses on accounts receivable. The Group has adopted the aging methodology to estimate the credit losses on accounts receivable. The historical data is adjusted to account for forecasted changes in the macroeconomic environment in order to calculate the current expected credit loss. We have also adopted a current lifetime expected credit losses methodology to measure impairments of other financial assets, which results in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. For the six months ended November 30, 2025 and 2024, we recorded the provision for current expected credit losses for accounts receivable of $8,531 and $10,065, respectively. For the years ended May 31, 2025 and 2024, we recorded the provision for current expected credit losses for accounts receivable of $4,599 and $1,269, respectively.

Recent Accounting Pronouncements

See the discussion of the recent accounting pronouncements contained in Note 2 to the combined financial statements, “Summary of Significant Accounting Policies”.

Quantitative and Qualitative Disclosures about Market Risk and Credit Risk

Credit Risk

Our assets that are potentially subject to a significant concentration of credit risk primarily consist of bank balances and accounts receivable, net.

We believe that there is no significant credit risk associated with cash at banks in Hong Kong, which were held by reputable financial institutions in the jurisdiction where our Hong Kong subsidiaries are located. The Deposit Protection Scheme introduced by the Hong Kong Government insured each depositor at one bank for a maximum amount of US$102,764 (HK$800,000). Otherwise, these balances are not covered by insurance. We believe that no significant credit risk exists as these financial institutions have high credit quality and we have not incurred any losses related to such deposits.

For the credit risk related to accounts receivable, we adopted ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. We perform periodic credit evaluations of our customers’ financial condition and generally do not require collateral. We have adopted the loss rate methodology to estimate historical losses on accounts receivable. We have adopted the aging methodology to estimate the credit losses on accounts receivable. The historical data is adjusted to account for forecasted changes in the macroeconomic environment in order to calculate the current expected credit loss. We seek to maintain strict control over our outstanding receivables. Overdue balances are reviewed regularly. We believe that no significant credit risk exists as the risk is mitigated by our assessment of our customers’ creditworthiness, years of relationship and its ongoing monitoring of outstanding balances.

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet our liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation.

Typically, we ensure that we have sufficient cash on demand to meet expected operational expenses for a period of twelve months, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

Interest rate risk

We are exposed to cash flow interest rate risk through changes in interest rates related mainly to our bank and other borrowings.

The following table details the interest rate profile of our bank and other borrowings of May 31, 2025 and 2024:

Fluctuations in interest rates may negatively affect our financial condition and results of operations. We are exposed to floating interest rate on floating rate bank and other borrowings. We do not use any derivative financial instruments to manage the interest rate exposure. At May 31, 2025 and 2024, it is estimated that a general increase/decrease of 100 basis points in interest rates, with all other variables held constant, would have decreased/increased the Group’s profit after tax by $8,677 and $8,758, respectively.

The fair value interest rate risk on fixed rate bank and other borrowings is not material to us.

Foreign Exchange Risk

Our operating activities are transacted in HK$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. We consider the foreign exchange risk in relation to transactions denominated in HK$ with respect to US$ is not significant as HK$ is pegged to US$.

INDUSTRY

This section contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this registration statement. The statistics and industry data used in this section are derived from various public sources such as government publications. We believe that the sources of this information are reliable, but we have not independently verified the data from third-party sources. Therefore, we make no representation as to the accuracy or completeness of such data. You are cautioned not to place undue reliance on this information.

Overview of the Global Human Resources Services Industry

The global human resources (HR) services industry is an integral component of the modern corporate ecosystem, providing sophisticated solutions that enable organizations to acquire, manage, and strategically deploy talent. The market has evolved beyond traditional recruitment to offer a spectrum of specialized, high-value services. The primary segments, which directly align with our core offerings, include:

Employer of Record (“EoR”) and Human Resources Outsourcing Services:    This segment addresses the growing corporate need for workforce agility and operational efficiency. It involves providing clients with skilled professionals to fill vacant headcounts while the service provider acts as the legal employer. This includes managing the entire employment lifecycle, from formalising contracts to handling complex payroll administration and statutory obligations such as pension schemes. This model is particularly critical for large, highly-regulated organizations such as banks and government bodies that require compliant and seamless headcount management.

Candidate Search & Specialized Executive Search Services:    This high-touch segment is focused on identifying and securing talent for critical, strategic, and niche roles. The process is comprehensive, involving not only the identification and screening of candidates but also conducting detailed background checks, coordinating complex interview cycles, expertly negotiating compensation and offer terms, and providing dedicated onboarding support. This service is essential for a wide array of industries, including finance, construction, and emerging technology sectors like IT, digital, and blockchain, where specialized expertise is scarce and vital for success.

Strategic HR Advisory & Research:    This segment provides high-level intelligence and consulting to support major corporate decisions. It focuses on conducting in-depth research for clients planning market entry into new jurisdictions. Services include providing detailed analysis of the target workforce environment, statutory requirements on wages and benefits, and navigating complex employment visa procedures. This strategic advice is a critical enabler for listed companies and firms with active corporate development plans.

The global industry is driven by macro-trends including globalization, technological disruption, and an increasing focus on regulatory compliance, and is projected to continue its growth fueled by ongoing economic digitalization and the strategic outsourcing of non-core HR functions.

The Human Resources Services Market in the Asia-Pacific Region

The Asia-Pacific (APAC) region is a premier growth engine for the global HR services industry. Its dynamic and diverse economies create a complex but opportunity-rich environment. Unlike more homogenous markets, APAC is characterized by a wide variance in labour laws, cultural norms, and economic maturity across jurisdictions. This complexity makes specialized, expert HR service providers not just beneficial, but a strategic imperative for businesses operating in or expanding across the region. The demand for our specific services is particularly pronounced in this context:

Navigating Regional Complexity with EoR and human resources outsourcing services:    For multinational corporations and large local enterprises, managing payroll and ensuring compliance with distinct statutory requirements in each APAC region (e.g., Japan, Singapore, Hong Kong) is a significant operational burden. The demand for our EoR and human resources outsourcing services is therefore exceptionally strong, as it offers a streamlined solution. By acting as the employer of record, we enable clients, particularly in the banking and government sectors, to flexibly secure talent across the region without establishing multiple legal entities or navigating intricate local employment laws, thereby mitigating risk and improving operational focus.

Winning the Regional “War for Talent” with Executive Search Services:    Key APAC hubs like Tokyo, Singapore, and Hong Kong are epicentres of intense competition for high-calibre professionals, especially in finance, IT, and digital innovation. A generic approach to recruitment is ineffective. Our executive search services provide a critical advantage by leveraging deep local networks and market intelligence to identify and secure elite talent. Our end-to-end management of the process — from background checks to offer negotiation — is essential for clients seeking to fill strategic roles and build winning teams in these competitive markets.

Enabling Cross-Border Expansion with Strategic Research:    The APAC region is a hotbed for M&A activity and intra-regional expansion. Companies seeking to enter new markets — for instance, a Japanese firm looking to expand into Southeast Asia or a Western company establishing a presence in Hong Kong — face significant uncertainty regarding the local talent landscape and regulatory environment. Our HR research service directly addresses this need, providing the critical due diligence and strategic workforce advice that underpins successful market entry and corporate transactions. As we look to expand our clientele, this service is a key pillar for engaging with listed and multinational companies planning their next strategic move in the region.

The Human Resources Services Market in Hong Kong

Market and Growth

Hong Kong, as a premier international financial, trade, and logistics hub, possesses a sophisticated and highly developed service-based economy. The HR services market is a direct beneficiary of this economic structure. The market’s performance is closely correlated with Hong Kong’s GDP growth, unemployment rate, and overall business sentiment.

According to the Census and Statistics Department of the HKSAR Government, the seasonally adjusted unemployment rate stood at 3.5% for 2025Q2, indicating a tight labor market. This environment creates strong demand for recruitment and executive search services as companies compete for a limited pool of qualified candidates. While the market experienced fluctuations due to the COVID-19 pandemic and other socio-economic factors, it has demonstrated resilience and is poised for growth, driven by economic recovery and strategic government initiatives.

According to the Report on 2023 Manpower Projection by the Labour and Welfare Bureau of the HKSAR Government (“2023 Projection Report”), which is the latest available projection report published in November 2024, the projected manpower requirements in 2028 for sector and occupation groups that our employee assigning and executive search services focus on, namely managers, supervisors and professionals of financial services under the classification of the 2023 Projection Report, is expected to grow from 229,400 in 2023 to 254,500 in 2028, representing a CAGR of 2.1%. The overall manpower requirements for managers, supervisors and professionals are expected to grow from 1,579,100 in 2023 to 1,709,600 in 2028, representing an overall CAGR of 1.6%.

Within the same report, in terms of manpower balance, which represents the difference between manpower supply and requirements, the manpower shortage for the occupation group of managers, supervisors and professionals of 15,000 in 2023 is expected to intensify to around 27,000 – 32,000 in 2028. Increase in manpower shortage represents stronger competition for recruitment of talents, which translates to extra opportunity for our EoR and human resources outsourcing services and executive search services as companies compete for a limited pool of qualified candidates.

Key Market Drivers in Hong Kong

Strategic Position as an International Financial Centre:    Hong Kong’s long-established status as a critical node in the global financial system perpetually drives demand for professionals in finance, banking, legal, accounting, and professional services.

Talent Shortages in Key Sectors:    The city faces persistent talent shortages in high-growth sectors, exacerbated by demographic shifts and a competitive international market for top-tier professionals.

Government Initiatives and Policies:    The HKSAR Government has launched several initiatives to attract and retain global talent, such as the Top Talent Pass Scheme and other enhanced visa programs.

Growth in Wealth Management and Family Offices:    Hong Kong is reinforcing its position as a leading wealth management centre in Asia, creating highly specialized roles.

Evolving Work Models:    The adoption of flexible, remote, and hybrid work models has increased the demand for contract and temporary staff.

Market Segments

The Hong Kong HR services market can be segmented by the types of services offered. The ability to excel in these segments is fundamentally linked to the quality of a firm’s underlying talent database.

Permanent Placement:    This is a high-value segment focused on sourcing candidates for mid-to-senior level and C-suite positions. Success in this segment is heavily reliant on a deep, proprietary talent database, which provides access to a pool of vetted, passive candidates who are unavailable through public job boards and are crucial for filling strategic roles.

Temporary & Contract Staffing:    This segment provides businesses with workforce flexibility and is characterized by higher volume and shorter placement cycles. The ability to rapidly deploy qualified personnel hinges on maintaining a robust and current database of pre-screened, available contractors, ensuring both speed and quality of service for clients.

Other Human Resource Services:    This includes a range of value-added services such as payroll outsourcing, HR advisory, and recruitment process outsourcing.

Competitive Landscape

The HR services market in Hong Kong is highly competitive and fragmented. While we face competition from various players, we believe a primary determinant of long-term success is the strength of a firm’s proprietary talent database, which serves as a significant competitive moat.

The Critical Role of the Proprietary Talent Database

A key competitive differentiator and a significant barrier to entry in the Hong Kong recruitment market is the quality and depth of a firm’s proprietary talent database. Unlike public job portals or professional networking sites, a proprietary database is a curated, exclusive asset built over many years of operation. It contains not only active job seekers but, more importantly, a vast pool of passive candidates — high-calibre professionals who are not actively seeking a new role but are receptive to compelling opportunities presented by a trusted recruiter. This curated asset provides distinct advantages in speed, exclusive access to talent, and data intelligence.

Strength of Long-Term Relationships with Established Clients

Beyond technology and data, another significant competitive moat is the cultivation of deep, long-term relationships with a client base of established, often multinational, companies. These partnerships, built on a foundation of trust and a consistent track record of successful placements and strategic advice, provide several key advantages:

Trusted Advisor Status:    Long-term engagements allow us to move beyond a transactional role to become a strategic partner. We gain an intimate understanding of our clients’ business culture, strategic goals, and talent needs, enabling us to provide proactive and highly tailored advice.

High Barrier to Entry:    These established relationships, particularly with clients in demanding sectors like banking and government, represent a formidable barrier to entry for new competitors. The trust and institutional knowledge we have built cannot be easily replicated and serve as a powerful endorsement of our capabilities.

Stable, Recurring Business:    Strong relationships generate a high degree of repeat business and client retention, creating a more stable and predictable revenue base. This allows us to invest in growth and service innovation with greater confidence.

Competitor Tiers

Global Full-Service Firms:    Large, multinational recruitment agencies that leverage strong brand presence and their own extensive databases.

Boutique Specialist Firms:    Smaller firms that compete on deep domain expertise in a specific industry niche.

Local Hong Kong Agencies:    Local players who often compete on price and local networks but may lack the sophisticated database infrastructure or the trusted relationships with premier multinational clients.

In-house Corporate Recruitment Teams:    A client’s decision to manage recruitment internally, though they often lack the broad market access and specialized advisory capabilities of an established external partner.

We believe that the combination of our two key strategic assets — our extensive proprietary talent database and our deep, long-term relationships with established, multinational clients — forms a powerful competitive moat. This synergy of data intelligence and trusted partnership is the cornerstone of our value proposition and the primary driver of our competitive strength.

Future Outlook

Looking ahead, we believe the outlook for the HR services industry remains positive, not only in our core Hong Kong market but across the wider Asia-Pacific region. We have identified several key trends that will shape the industry and guide our strategic initiatives:

Strategic Investment in AI and Technology:    The integration of Artificial Intelligence (AI) is fundamentally transforming the recruitment landscape. Beyond simple automation, AI enables predictive analytics for identifying high-potential candidates, enhances the efficiency and accuracy of matching skills to complex job requirements, and provides clients with valuable data-driven insights into hiring trends. Our strategy includes significant ongoing investment in our technological infrastructure, particularly in leveraging AI to augment our proprietary database, thereby increasing the speed and quality of placements and delivering superior value to our clients.

Growth Opportunities in the Asia-Pacific Region:    While Hong Kong remains our foundational market, the key drivers of our industry — including talent scarcity in technology and finance, and economic digitalization — are prevalent across the Asia-Pacific region. Major commercial hubs such as Singapore and Tokyo present significant growth opportunities. We believe our proven recruitment model, sophisticated technological platform, and expertise in serving multinational corporations position us strongly to expand our clientele and operations into these attractive markets, offering a seamless service to businesses with regional talent needs.

Increased Demand for Specialization:    As business needs become more complex, the demand for recruiters with deep, niche-specific knowledge will continue to grow, a knowledge base that is captured and cultivated within a proprietary database.

Intensifying Competition for Talent:    As Hong Kong competes with other global cities for top professionals, companies will increasingly rely on recruitment partners who can provide immediate access to a pre-vetted, high-quality talent pool through a proprietary database.

By capitalizing on these regional and technological trends, and by continuing to invest in our core assets of people, technology, and our proprietary database, we are confident in our ability to expand our market share and drive sustainable long-term growth both in Hong Kong and across the broader Asia-Pacific region.

BUSINESS

Overview

Headquartered in Hong Kong, we are a holding company incorporated in the British Virgin Islands, and all of our business are carried out by our wholly-owned Operating Subsidiary in Hong Kong, TalentQuest.

TalentQuest is an award-winning human resources solutions service provider which provides: (a) Employer of Record (“EoR”) and human resources outsourcing services; (b) executive search services; and (c) human resources research services. Since the commencement of TalentQuest’s human resources solution business in 2012, it has been an active player in the human resource solution market in Hong Kong, serving clients and industry from a wide spectrum, including: (a) multinational companies and governmental organizations that outsource their human resources functions; (b) multinational companies, financial institutions, construction companies, fintech companies and other SMEs that engage our Operating Subsidiary searching for suitable and qualified executives or staff placements; and (c) companies that consult us in human resources perspective for their future expansion regionally and worldwide.

For our EoR and human resources outsourcing services, our Operating Subsidiary formally acts as the employer of record of a workforce on behalf of our client. Upon receiving the EoR search mandate and job description from our client, the Operating Subsidiary pools, screens, shortlists and presents suitable candidates to our clients, as per their candidate requirement and instruction, for the client’s interview and selection. Once our client is satisfied with the candidate and decided to hire such candidate, the Operating Subsidiary will enter into employment contract with selected candidate as the Operating Subsidiary’s employee and assign the employee to the client company. The Operating Subsidiary, as the EoR, assumes responsibility for legal and administrative employment tasks, such as payroll, Mandatory Provident Fund (“MPF”), benefits, and compliance with labor laws, as the assigned employee’s employer. While the Operating Subsidiary as the EoR handles these compliance formalities, the client company oversees the daily activities and work of the assigned employees. The Operating Subsidiary, after the EoR employee is assigned client’s workplace, will also consistently work with the client to receive feedback, monitor and review the performance of the assigned employees.

The clients who engage our Operating Subsidiary for the EoR and human resources outsourcing services are mostly banks and government organizations. By outsourcing their human resources function to us as their EoR, our service could enhance their workforce flexibility, reduce sunk cost associated with permanent headcount as our Operating Subsidiary shoulder certain employment related compliance responsibilities for our client. During the year ended May 31, 2025, we had a total of 206 assigned employees under our employment and payroll. We charge a fixed percentage of the remuneration of the assigned employee as our service fee. The percentage varies depending on whether the assigned employee is on its second/renewal contract with the client.

For our executive search service, our Operating Subsidiary only provides searches services on contingency search basis. Our Operating Subsidiary searches and identifies candidates which fit with our clients’ needs, conducts screening interviews and background checks, coordinates interviews between candidates and clients, helps negotiate offer terms as well as provides support in the onboarding process. Clients who engage us for executive search service span from a variety of industries, ranging from financial institutions, construction companies, IT digital blockchain companies and to Small and Medium-sized Enterprises (“SME”). During the year ended May 31, 2025, the Operating Subsidiary had been engaged by its clients to perform more than 400 searches. Under the contingency search model, the Operating Subsidiary is only compensated upon placing a recommended candidate to the clients. The Operating Subsidiary charges the employer (our client) a certain percentage of the first year base salary of the position being filled.

For human resources research service, the Operating Subsidiary conducts research for clients who mostly would like to expand into other jurisdictions and provide advice on the workforce environment, including the employment distribution and foreign workforce, the statutory requirements on wage, benefits and insurance, employment visa application and procedures and any other items as requested by our clients. Clients who engage us for research services are mostly public companies or companies with mergers and acquisitions plan. We charge a fixed service fee depending on the number of reports requested.

Our Operating Subsidiary has been accredited by the HR Vendors of the Year: Gold Award in year 2016, 2017, 2018, by Human Resources Online.

The table below sets out our revenue by service categories for the six months ended November 30, 2025 and 2024 and the years ended May 31, 2025 and May 31, 2024.

Our total revenue decreased by $556,576 or 14.9%, from $3,738,762 for the six months ended November 30, 2024 to $3,182,186 for the six months ended November 30, 2025. Such decrease was mainly due to (i) the decrease in revenue from the provision of EoR and human resources outsourcing services by $598,898 or 19.4%, from $3,088,531 for the six months ended November 30, 2024 to $2,489,633 for the six months ended November 30, 2025, mainly as a result of the decrease in our services requested by our largest customer, a Hong Kong branch of a multinational bank, during the six months ended November 30, 2025; and (ii) the decrease in revenue from the provision of executive search services by $304,778 or 67.5%, from $451,278 for the six months ended November 30, 2024 to $146,500 for the six months ended November 30, 2025, which was mainly attributable to the decrease in market demand for executive search services leading to the decrease in number of executive search services we performed for our customers during the six months ended November 30, 2025, as compared to the six months ended November 30, 2024, which was partially offset by the increase in revenue from the provision of human resources research services by $347,100 or 174.5%, from $198,953 for the six months ended November 30, 2024 to $546,053 for the six months ended November 30, 2025, mainly as a result of the increase in number of human resources research services we performed for our customers during the six months ended November 30, 2025, as compared to the six months ended November 30, 2024. We reported net income of $335,138 and $265,498 for the six months ended November 30, 2025 and 2024, respectively.

Our total revenue for the year ended May 31, 2025 was $7,987,522, which has increased by $2,484,553 or 45.1%, from $5,502,969 for the year ended May 31, 2024. Such increase was mainly due to (i) the increase in service fee from the provision of EoR and human resources outsourcing services by $1,475,820 or 31.6%, from $4,675,423 for the year ended May 31, 2024 to $6,151,243 for the year ended May 31, 2025 mainly from our largest client; and (ii) the increase in revenue from the provision of human resources research services by $1,093,139, or 3,562.1%, from $30,688 for the year ended May 31, 2024 to $1,123,827 for the year ended May 31, 2025, mainly due to an increase in demand of human resources research during the year ended May 31, 2025, as compared to the year ended May 31, 2024. We reported net income of $1,007,311 for the year ended May 31, 2025 and net loss of $317,771 for the year ended May 31, 2024.

According to the Report on 2023 Manpower Projection by the Labour and Welfare Bureau of the HKSAR Government (“2023 Projection Report”), which is the latest available projection report published in November 2024, the projected manpower requirements in 2028 for sector and occupation groups in Hong Kong that our employee assigning and executive search services focus on, namely managers, supervisors and professionals of financial services under the classification of the 2023 Projection Report, is expected to grow from 229,400 in 2023 to 254,500 in 2028, representing a CAGR of 2.1%. The overall manpower requirements for managers, supervisors and professionals in Hong Kong are expected to grow from 1,579,100 in 2023 to 1,709,600 in 2028, representing an overall CAGR of 1.6%.

Our Competitive Strengths

We maintain trusted partnerships with our clients.

Being able to establish trust with our clients, in particular those who engage us for EoR and human resources outsourcing service, is crucial to the business as familiarity to our client’s workflow, operations, team structure and project demands ensures smoother onboarding of assigned employee and very often leads us to become our client’s preferred vendors and secure repeated engagements. While our headhunt clients rely on us to fill in roles with talent, having a solid understanding on our clients’ hiring processes enable us to match candidates with our clients’ needs efficiently. We have maintained long-term and stable business relationships with our customers, ranging from approximately 1 to more than 10 years. Furthermore, since large amounts of funds are involved during the payroll process, it is important for us to gain trust from our clients. We have maintained long-term and stable business relationships with our customers, in particular, our largest clients who engage us with EoR and human resources outsourcing service, each of them has more than five years of relationship with us.

We have an extensive and high-quality talent network and candidate database.

We maintain a vetted network of candidate pool across industries. Our candidate database features carefully curated talents who we maintain regular contacts, which enables us to shorten recruitment cycles, and eventually leads to longer employee retention from clients. Our ability to maintain a pool of strong talents stamp from our extensive experience as the veteran in the industry. During the six months ended November 30, 2025 and 2024 and the two fiscal years ended May 31, 2025 and 2024, we have recruited 19, 37, 60 and 75 professionals for our executive search clients and placed 119, 179, 206 and 210 employees to the clients and human resources outsourcing service client, respectively.

Typically, our executive search fee is charged by a certain percentage of the remuneration of the first year of the appointment by our client and if the employed staff left, except for redundancy, reorganization, change of job specification, harassment or any breach of anti-discrimination legislation of the employed staff, within twelve weeks of commencing of employment, we will provide one suitable replacement. Hence, being able to fill in roles efficiently for our clients with longer retention means more stable and predictable income for us.

We have an experienced and strong management team with proven track record.

Our founder, Mr. Andrew Teh Yao, HO, has more than thirteen years of experience in the human resources industry and close connection with the clients, the Operating Subsidiary grows from a small practice with 30 clients, to an award winning firm with over 300 clients in 2025. Our management team’s deep expertise and comprehensive market insight allow us to stay ahead of industry trends, maintain close connections with the clients and professionals, anticipate client needs, and consistently deliver adaptable, high-quality services. While our clients rely on us to fill in roles with talent, the trusted partnerships we maintain with them and our familiarity with our client’s operations, team structure and hiring processes enable us to match candidates with our client’s needs efficiently. This strong relationship also leads to repeated engagements, and more than 100 of our clients have more than 3 years of relationship with us. For details and biographies of our executive Directors and senior management, please refer to “Directors and Senior Management” in this prospectus.

Growth Strategies

Expanding our clientele by progressively entering the Asia Pacific market.

We are committed to expanding our client base by progressively penetrating into the Asia Pacific market. We have observed the rapid economic growth and growing participation of foreign enterprises in Southeast Asia, such as Indonesia, Malaysia, Singapore, and Vietnam. We expect that the overall human resources resolution industry in Southeast Asia will continue to grow, mainly attributable to the increasing demand for human resources and talent resulting from the expansion of foreign investment by multinational corporations in such region. Furthermore, most of our clients and relationships in Hong Kong are regional subsidiary or brand office of various multinational corporation, especially financial services providers, with parent companies headquartered in the United States, United Kingdoms, and the PRC. We intend to strengthen the relationship with the parent company or the headquarters, to be their go-to human resources resolution provider in the Asia Pacific.

Streamlining administrative tasks and candidate search with the support of artificial intelligence technology.

We aim to continue to leverage on our experience in the human resources industry with the support of artificial intelligence (“AI”) to streamline candidate selection, simplify onboarding process and enhance operational efficiency. We envision that AI technologies will enable us and our Operating Subsidiary to offer more sophisticated, customized, and efficient human resources solutions to our clients. We intend to utilize AI products developed by third parties for our future growth, to benefit from the latest innovations without having to employ an in-house research and development team. For instance, we intend to deploy AI-powered tools to automate the compilation of candidate data, job seeker matching, candidate search, and conduct daily operation, such as payroll management and labor law compliance. We believe the AI tools will enable us and our Operating Subsidiary to provide highly tailored solutions to the specific needs and preferences of our clients and candidates. We also plan to use AI-driven processes to automate certain routine and repetitive tasks, such as data entry document assembly, or reference check of the candidates we placed. This will free up the staff to focus on more strategic and value-added activities, improving productivity and reducing operational costs.

The plan to gradually utilize artificial intelligence in our operations will be executed by stages and span across 24 months, where we will first pilot AI tools for candidate screening and onboarding automation. We estimate it will take approximately twelve months for us internally to familiarize ourselves with the usage before we scale it up to use in all operations including payroll, data management and analytics as well as client-facing activities. We plan to utilize approximately 15% of our net proceeds for: (a) the purchase of the relevant software licenses, infrastructure and cloud services and (b) recruiting data analysis and integration specialists to pilot AI tools for our operations in the upcoming twenty-four months. We estimate that the cost of utilization and integration of AI in our operation to be at least $900,000.

Providing training program in relation to AI utilization at workplace to our candidates, EoR employees, and staff of our client.

We intend to launch training program to our candidates, EoR employee, and our clients’ employee in relation to the utilization of AI productivity tools. Some of our client companies have already requested our Operating Subsidiary, as part of its services, to liaise and coordinate various on-job training in relation to the use of AI productivity software in workplace to their staff. We intend to launch the foundation AI training courses as part of our initiative to adopt AI in our operation and candidate selection and management process. Progressively, we aim to provide advance modules and certifications to our candidates, EoR employees, and clients’ staff during the second year of our AI initiative. We plan to utilize approximately 5% of our net proceed of our initial public offering to for curriculum development and content purchase, establishing the learning management system and recruiting trainers.

Pursuing strategic alliances and select acquisition opportunities.

We aim to selectively form additional strategic alliances with other human resources services providers and other partners, such as employment website and search firms, that bring synergies with our business. We also plan to selectively pursue acquisitions, investments, joint ventures and partnerships that are complementary to our business and operations. We target to further penetrate our existing markets by expanding our service offerings with the aim of becoming a market leader in the industry. By pursuing selective strategic investments, relationships, and acquisition opportunities, we seek to strengthen our market position and enhance the service capabilities of our Operating Subsidiary. Although we have not yet identified specific targets for acquisitions, we aim to identify suitable targets within two years after our initial public offering. Through these strategic investments, relationships, and acquisitions, we aim at growing the market reach of the service offerings.

Our Business

Our Operating Subsidiary provides EoR and human resources outsourcing, executive search and human resources research services to our clients from diverse industries.

EoR and human resources outsourcing

For our EoR and human resources outsourcing services, our Operating Subsidiary formally acts as the employer of record of a workforce on behalf of our client. Upon receiving the EoR search mandate and job description from our client, the Operating Subsidiary pools, screens, shortlists and presents suitable candidates to our clients, as per their candidate requirement and instruction, for the client’s interview and selection.

Once our client is satisfied with the candidate and decided to hire such candidate, the Operating Subsidiary will enter into employment contract with selected candidate as the Operating Subsidiary’s employee and assign the employee to the client company. The Operating Subsidiary, as the EoR, assumes responsibility for legal and administrative employment tasks, such as payroll, Mandatory Provident Fund (“MPF”), benefits, and compliance with labor laws, as the assigned employee’s employer. While the Operating Subsidiary as the EoR handles these compliance formalities, the client company oversees the daily activities and work of the assigned employees. The Operating Subsidiary, after the EoR employee is assigned client’s work place, will also consistently work with the client to receive feedback, monitor and review the performance of the assigned employees.

The clients who engage our Operating Subsidiary for the EoR and human resources outsourcing services are mostly banks, or multinational corporations, and government organizations. Our EoR and human resources outsourcing service provides our clients with more workforce flexibility, reduces sunk cost associated with permanent headcount and employment liability amid uncertain environment thereby enhancing its operational resilience and stability. As we shoulder certain employment related compliance and human resources responsibilities for our client, our EoR services also reduce the costs of our clients by taking over the certain role of human resources function in their enterprises, and to provide with our clients with short-term contingent labor support, without the need to expand internal headcounts and extensive hiring process. When the clients are facing internal headcount restrictions, we are also able to employ candidates as employer of record to support our client’s business operation.

During the year ended May 31, 2025, we had a total of 206 assigned employees seconded to our clients under EoR service. We charge a fixed percentage of the remuneration of the assigned employee as our service fee. The percentage varies depending on whether the assigned employee is on its second/renewal contract with the client.

During such an engagement, we would screen and shortlist candidates, conduct due diligence and background checks on the candidates, present the shortlisted candidates to our clients, arrange interviews for our clients with candidates, negotiate employment terms and formalize employment contract, manage onboarding process, as well as handling the staff’s payroll, MPF and other administrative matters as the assigned employee’s employer. In short, our clients outsource the human resources function to us, we charge a fixed percentage of the total remuneration of the assigned employee as service fee and shoulder certain employment related compliance responsibilities of our client as part of our services provided, such as handling all the administrative compliance matters from recruitment to payroll, employment-related tax returns and insurance.

At each month end, our clients will communicate with us on each assigned employee’s performance (i.e. the number of working days and the leaves taken) or the adjustment to the monthly salary, then we will conduct computation of salaries and the amounts of contributions to be paid for MPF in Hong Kong, arrange for payment to the employees’ bank accounts, monitor and maintaining payroll records, as well as preparing and filing employment-related tax returns.

Our Operating Subsidiary have adopted standard forms of employment contracts for our assigned employees. Pursuant to the instructions of the client, the assigned employees are seconded to work at premises requested by our client. The salient terms of the employment contracts with our assigned employees mainly include pre-determined monthly salary rate, commencement date of employment, job title, leave entitlement, staff benefits and termination notice. Under the employment contract we entered into with our assigned employee, we are entitled to terminate the employment by giving one-month notice, payment in lieu of notice, by mutual agreement or in accordance with the relevant laws. During the employment period, the assigned employee remains as the employee of our Operating Subsidiary but works under the supervision or assignment of our client. During the year ended May 31, 2025, we assigned 206 employees to our client companies.

Service Contracts and Standard Terms

Duration:    Our agreements have an initial term of 18 months, two years or three years and the term may be extended by mutual agreement by the parties, unless prior written notice is given by either party or the end-user terminating the agreement.

Service fee:    Our basic service fees generally equal a fixed percentage of the total remuneration of the seconded employees. The percentage varies depending on whether the seconded staff is on its second/renewal contract with the client.

Payment terms:    Payment for our service fee is generally required to be settled upon receipt of invoice to 30 days from the date of invoice

Scope of service:    Our service includes sourcing candidates, performing background checks, arranging interviews, formalizing employment contracts, managing onboarding process, as well as handling the staff’s payroll, MPF and other administrative matters as the staff’s employer.

Executive search service

For our executive search service, our Operating Subsidiary only provides searches services on contingency search basis. Our Operating Subsidiary searches and identifies candidates which fit with our clients’ needs, conducts screening interviews and background checks, coordinates interviews between candidates and clients, helps negotiate offer terms as well as provides support in the onboarding process. Clients who engage us for executive search service span from a variety of industries, ranging from financial institutions, construction companies, IT digital blockchain companies and to Small and Medium-sized Enterprises (“SME”). During the year ended May 31, 2025, the Operating Subsidiary had been engaged by its clients to perform more than 400 searches. Under the contingency search model, the Operating Subsidiary is only compensated upon placing a recommended candidate to the clients. The Operating Subsidiary charges the employer (our client) a certain percentage, typically ranging from 15% to 25%, of the first year base salary of the position being filled.

When clients engage us for executive search services, they communicate to us the specifics of the roles that they are looking to fill in and we will identify candidates which fit with our clients’ needs, conduct screening interviews and background checks, coordinate interviews between candidates and clients, help negotiate offer terms as well as providing support in the onboarding process. We generally are able to identify candidates and recommend them to our clients within 30 days while having the roles filled in within 30 days.

Service Contracts and Standard Terms

Duration:    Our house-form agreements do not have a definite term or duration and the terms and conditions remain unchanged until a new agreement is signed. Our client will engage us on an as-needed basis following the terms of the latest house-form agreement

Service fee:    a fixed percentage of service fee by a certain percentage of the remuneration of the first year of the appointment by our client. If the employed staff left, except for redundancy, change of job specification, harassment or any breach of anti-discrimination legislation of the employed staff, within twelve weeks of commencement of employment, we will provide one suitable replacement.

Payment terms:    Payment for our service fee is generally required to be settled upon receipt of invoice to 30 days from the date of invoice

Scope of service:    Our service includes sourcing candidates, performing background checks, arranging interviews, formalizing employment contract, managing onboarding process, as well as handling the staff’s payroll, MPF and other administrative matters as the staff’s employer

Human resources research service

When clients engage us for human resources research service, very often they are looking to expand into a less familiar region and would like to understand more about on the employment environment in the region. Very often, they will communicate with us on the key areas which they would like us to cover and a typical human research report will cover trends and market situation of the specific region, as well as analysis on wage requirements, social security or equivalent, benefit packages, key employment terms, visa procedures and labor union and collective bargaining frameworks etc.

We generally charge our clients a fixed fee depending on the number of reports they require and we normally will be able to deliver the reports within two months.

Service Contracts and Standard Terms

Duration:    The research reports are generally be delivered within two months from the date of our agreements.

Service fee:    A fixed service fee depending on the number of reports requested.

Payment terms:    Either by instalments or upon the execution of agreement. Payment for our service fee is generally required to be settled upon receipt of invoice to 30 days from the date of invoice.

Scope of service:    Our service includes the provision of human resources report covering areas and regions as requested by our clients.

Talent sourcing and talent pool management

Our service effectiveness hinges on our ability to attract and retain top talent through strategic sourcing and candidate engagement. We recruit prospective candidates through targeted job postings, digital and telephone outreach, and direct communication via our EoR service and executive search teams. Additionally, candidates can register directly through our online platform.

We maintain an active corporate website (https://talentquest.com.hk/) for job postings and manage a comprehensive skills database to ensure precise matching with job openings and contract assignments. Our standard process includes thorough screening, interviews, and, where applicable, background checks for all candidates before submission to clients.

We conduct a stringent screening process before candidate registration. This includes third-party verification of qualifications and, when necessary, direct validation with issuing authorities to confirm credential authenticity.

All registered personnel details — including background information, skill sets, experience levels, and assignment preferences (location, working hours, etc.) — are securely stored in our centralized database. This allows for efficient matching and quick identification of the best-fit candidates for each role.

Understand clients’ requirements.    Our operation teams work closely with clients to gather comprehensive details about their needs, including the required skill sets and qualifications, job responsibilities and scope of work and service schedules and any special requirements. This ensures we identify candidates who align precisely with client expectations.

Matching of talents.    All registered candidates in our talent pool are meticulously profiled in our database. Our customer service team conducts targeted searches to match individuals based on their professional backgrounds, specialized skills and expertise and relevant experience. If no suitable candidates are available internally, our teams proactively source talent through job postings on our corporate website (https://talentquest.com.hk) and reputable third-party recruitment platforms.

Onboarding and performance monitoring.    Once a match is confirmed, we provide detailed briefings to candidates on job expectations, work locations, and client-specific requirements. We also maintain regular communication with clients to ensure placed personnel meet performance standards. Upon completion of their assignments, we proceed to invoice the client accordingly.

Evaluation of services performed.    We maintain a comprehensive system to record, track, assess and investigate any complaints lodged with us in relation to performance of personnel placed by us. We will carefully evaluate the complaint to determine its validity and recurrence and record the findings in our database. Personnel with repeated valid complaints are promptly blacklisted and removed from talent pool so to prioritize the quality of our services and to ensure satisfaction of our customers. This approach ensures we deliver only the highest-caliber talent, fostering long-term client satisfaction.

Confidentiality and data protection

We fully recognize the importance of protecting the personal information of both our talent pool members and our valued clients. To ensure the highest level of data security, we utilize secured platforms and work exclusively with trusted website hosting providers that implement robust information management system. Our systems incorporate stringent measures to prevent unauthorized access and protect against data breaches
All employment contracts signed with our staff include comprehensive confidentiality clauses that require staff to maintain strict confidentiality of all protected information and prohibit unauthorized disclosure of sensitive information to third parties. These measures demonstrate our unwavering commitment to information security and privacy protection for all parties we serve.

For the six months ended November 30, 2024:

For the year ended May 31, 2025:

For the year ended May 31, 2024

For a discussion of related risks, see “Risk Factors — Risks Relating to Our Business and Operation — We substantially and significantly rely on a limited number of key clients for our business, in particular, we rely on one key customer for a substantial percentage of our revenue. Therefore, not only we are subject to significant client concentration risk, the loss of our largest customer or the significant reduction of business or growth of business from our largest customer could significantly and materially adversely affect our business, financial condition and results of operations.” for further details.

We believe our relationship with our clients, including our five largest clients in the six months ended November 30, 2025 and 2024 and the fiscal years ended May 31, 2025 and May 31, 2024, is stable.

Our Suppliers

We have no major suppliers due to the nature of our business activities. We engaged various service providers to provide services necessary for our business operations, such as software vendors, internet service providers and job advertisement websites, all of which are independent third parties.

Pricing Policy

With respect to our staff assigning and human resources outsourcing service, the pricing of our services was determined based on (i) the prevailing market rates charged by market players; (ii) the expected transaction volume of our clients; and (iii) the business relationships with our clients. As for our executive search services, we generally negotiate the pricing with our customers on a case-by-case basis taking into consideration various factors including (i) the prevailing market rates charged by market players; (ii) the expected salary level of the employee; (iii) the amount of administrative work required; and (iv) the business relationships with our clients. Same for our human resources research services, we generally negotiate the pricing with our customers on a case-by-case basis taking into consideration various factors including (i) the prevailing market rates charged by market players; (ii) the amount of work and time needed for the research; and (iv) the business relationships with our clients. Our management team considers that our service fees charged are in line with the industry norm.

Credit terms to clients

We assess the credit risk of new clients prior to accepting orders through a comprehensive process, which includes online searches, credit checks with industry peers and site visits. Our credit terms to clients are generally within 30 days.

Seasonality

It is normal for companies/organizations to review their human resources strategies shortly after their respective year-ends. Our Directors consider that the demands for our staff assigning and human resources outsourcing services, recruitment and executive services as well as human resources research services are generally not subject to seasonality.

Licenses, Permits and Registrations

As of the date of this prospectus, we have obtained all requisite licenses, permits and approvals for our business operation. As advised by David Fong & Co., our counsel with respect to Hong Kong law, we have obtained all requisite licenses, permits and approvals for our business operations in Hong Kong including the business registration certificates and the employment agency license. As of the date of this prospectus, we have obtained the following current license which is relevant to our business operation in Hong Kong.

Intellectual Property

Our success and future revenue growth depend, in part, on our ability to protect our intellectual property. We rely primarily on trademarks and trade secret laws, as well as stringent confidentiality procedures, to protect our proprietary technologies and processes. We rely on a combination of trademark law and confidentiality and non-disclosure agreements to protect our intellectual property rights. We also consistently monitor for any instances of infringement or misappropriation of our intellectual property rights.

As of the date of this prospectus, our Operating Subsidiary owns the domain name, talentquest.com.hk, which is set to expire on August 24, 2027. We have the right to renew the domain upon expiration and plan to do so as part of our regular business operations.