As filed with the Securities and Exchange Commission on June 26, 2026.

Registration Statement No. 333-          

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

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

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Gold Stone Technical Inc.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)

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Unit No. 86, 1/F., South Seas Centre, No. 75 Mody Road, Kowloon, Hong Kong
+852 2866 0368
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10016
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________________________

Copies to:

_________________________________

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

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

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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 Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

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

PRELIMINARY PROSPECTUS (Subject to Completion)
Dated June 26, 2026

Class A Ordinary Shares

Gold Stone Technical Inc.

This is an initial public offering (this “Offering”) of 6,250,000 Class A ordinary shares, or Class A Ordinary Shares, by Gold Stone Technical Inc. (“Gold Stone”), par value US$0.0001 per share. We currently anticipate the initial public offering price per Class A Ordinary Share to be between US$4.00 and US$5.00.

Prior to this offering, there has been no public market for Gold Stone’s Class A Ordinary Shares. We intend to apply for the listing of Gold Stone’s Class A Ordinary Shares on the [Nasdaq/NYSE] under the symbol “[•].” This offering is contingent upon the listing of Gold Stone’s Class A Ordinary Shares on [Nasdaq/NYSE]. At this time, [Nasdaq/NYSE] has not yet approved our application to list Gold Stone’s Class A Ordinary Shares. There is no assurance that such application will be approved, and if our application is not approved by [Nasdaq/NYSE], this offering would not be completed.

Immediately prior to the completion of this offering, Gold Stone’s issued and outstanding share capital will consist of 40,000,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each of Gold Stone’s Class A Ordinary Shares is entitled to one vote at a meeting of members. Each Class B Ordinary Share is entitled to ten (10) votes at a meeting of members. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances; while Class B Ordinary Shares shall be converted at the option of the holder, at any time after issue and without the payment of any additional sum, into fully paid Class A Ordinary Shares on a one-to-one basis. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B Ordinary Shares validly transferred to the new holder shall be automatically and immediately converted into Class A Ordinary Shares on a one-to-one basis. See “Description of Share Capital” commencing on page 97. Gold Stone is registering its Class A Ordinary Shares under the Securities Exchange Act of 1934, as amended.

Gold Stone is an “emerging growth company” under applicable U.S. federal securities laws, and, as such are eligible for certain reduced public company reporting requirements. See the section titled “Prospectus Summary — Emerging Growth Company Status” for additional information.

After the completion of this offering, Mr. Chi Chung Tang, Gold Stone’s Chairman of the Board, Director, and Chief Technology Officer, will continue to hold 23,711,222 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares, constituting 84.59% of Gold Stone’s voting power. Mr. Tang will have the ability to determine all matters requiring approval by shareholders. Gold Stone expects to be a “Controlled Company” within the meaning of the corporate governance standards of [Nasdaq/NYSE], because, and as long as, Mr. Tang holds more than 50% of Gold Stone’s voting power and has the ability to determine all matters requiring approval by shareholders. For so long as Gold Stone remains a controlled company under that definition, Gold Stone will be permitted to elect to rely, and will rely, on certain exemptions from corporate governance rules, including:

•        an exemption from the rule that a majority of Gold Stone’s board of directors must be independent directors;

•        an exemption from the rule that the compensation of Gold Stone’s chief executive officer must be determined or recommended solely by independent directors;

•        an exemption from the rule that Gold Stone’s director nominees must be selected or recommended solely by independent directors; and

•        an exemption from the rule that requires an annual performance evaluation of the compensation and nominating and corporate governance committees.

Gold Stone is a Cayman Islands holding company with no substantive operations. As used in this prospectus, “we,” “us,” the “Group,” “our company,” and “our,” refer to Gold Stone Technical Inc., together as a group with its subsidiary, Merry International Technical Services (Hong Kong) Limited (“Merry International”, or the “Operating Subsidiary”). Gold Stone

concerning whether offerings like ours under this prospectus are subject to this regulation; and (ii) our Operating Subsidiary is established and operate in Hong Kong and are not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. In the event that (x) the PRC government expanded the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and that we are required to obtain such permissions or approvals, or (y) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer our Class A Ordinary Shares to investors and could cause the value of such securities to significantly decline or be worthless and even delisting of our Class A Ordinary Shares in the event that they are listed on a US national exchange. The delisting of our Class A Ordinary Shares upon such listing, or the threat of their being delisted, may materially and adversely affect the value of your investment in the future; however, we cannot provide any assurance that any listing application will be approved by a US national exchange.

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

Under the CSRC Filing Rules, Chinese domestic companies conducting overseas securities offering and listing activities, either in direct or indirect form, shall complete filing procedures with the CSRC pursuant to the requirements of the CSRC Filing Rules within three working days following their submission of initial public offerings or listing application.

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

Until          , 2026 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade the Class A Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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

Prime Number Capital, LLC

The date of this prospectus is            , 2026

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or any free writing prospectus. We are offering to sell, and seeking offers to buy, the Class A Ordinary Shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares.

Neither we nor the Representative has 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.

RISK FACTORS

An investment in Gold Stone’s Class A Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in Gold Stone’s Class A Ordinary Shares. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. In any such case, the market price of Gold Stone’s Class A Ordinary Shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business

Our limited operating history may not provide an adequate basis to judge our future prospects and results of operations.

We commenced our business since the acquisition of the Operating Subsidiary in December 2022. However, we cannot assure you that our efforts to further develop these businesses will be successful. If our business fails to grow, our future growth will be materially and adversely affected. Although we recorded net income $261,778 and $1,063,399 for the fiscal years ended March 31, 2024, and March 31, 2025, we cannot assure you that our results of operations will not be adversely affected for the fiscal year ending March 31, 2026 or any future period. Our limited operating history makes the prediction of future results of operations difficult, and therefore, past results of operations achieved by us should not be taken as indicative of the rate of growth, if any, that can be expected in the future. As a result, you should consider our future prospects in light of the risks and uncertainties experienced by early-stage companies in a rapidly evolving and increasingly competitive market in Hong Kong.

We may not be able to manage future growth effectively.

If our business plans are successful, we may experience significant growth in a short period of time and potential scaling issues. Should we grow rapidly, our financial, management and operating resources may not expand sufficiently to adequately manage our growth. If we are unable to manage our growth, our costs may increase disproportionately, our future revenues may stop growing or decline and we may face dissatisfied customers. Our failure to manage our growth may adversely impact our business and the value of your investment in our Class A Ordinary Shares.

We may fail to obtain and maintain licenses and permits which may in future be necessary for the conduct of our operations in Hong Kong, and our business may be materially and adversely affected as a result of any changes in the laws and regulations governing the industries in which we operate in Hong Kong.

While our existing scope of business, namely, the provision of software services, does not require any industry-specific licenses or permits in Hong Kong, we may be required to obtain and maintain other approvals, licenses, permits and filings if the scope of our business changes. Whether such approvals, licenses, permits and filings are obtained is subject to satisfactory compliance with, among other things, the applicable laws and regulations. If we are unable to obtain any of such licenses and permits or extend, alter or renew any of the future licenses or permits upon their expirations, or if it is required to incur significant additional costs to obtain, extend, alter or renew these future licenses, permits and approvals, we may not be able to undertake any such changes to our scope of business, and our future operations could be materially and adversely affected.

Our reputation and brand recognition is crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our business, financial condition and results of operations.

Our reputation and brand recognition, which depends on earning and maintaining the trust and confidence of high net worth and ultra-high net worth individuals or enterprises that are current or potential clients, is critical to our business. Our reputation and brand are vulnerable to many threats that can be difficult or impossible to control, and costly or impossible to remediate. Regulatory inquiries or investigations, lawsuits initiated by clients or other third parties, employee misconduct, perceptions of conflicts of interest and rumors, among other things, could substantially damage our reputation, even if they are baseless or satisfactorily addressed. Moreover, any negative media publicity about the financial service industry in general or product or service quality problems of other firms in the industry, including our competitors, may also negatively impact our reputation and brand. If we are unable to maintain a good reputation or further enhance our brand recognition, our ability to attract and retain clients and key employees could be harmed and, as a result, our business and revenues would be materially and adversely affected.

Failure to manage our liquidity and cash flows may materially and adversely affect our financial conditions and operating results. As a result, we may need additional capital, and financing may not be available on terms acceptable to us, or at all.

We have net cash used in operating activities of $3,050,799 for the year ended March 31, 2024 and net cash from operating activities of $3,430,378 for the year ended March 31, 2025, although we generated a net income of $1,063,399 and $261,778 during the fiscal years 2025 and 2024 respectively. We cannot assure you that our business model will allow us to generate positive cash, given our substantial expenses in relation to our revenue at this stage of our company’s development. Inability to collect our fees from customers in a timely and sufficient manner, or the inability to offset our expenses with adequate revenue, may adversely affect our liquidity, financial condition and operating results. Although we believe that our cash on hand and anticipated cash flows from operating activities will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for the next 12 months, we cannot assure that this will be the case. We may need additional cash resources in the future if we experience changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions, or to grow our business substantially. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure that financing will be available in amounts or on terms acceptable to us, if at all.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We regard our copyright, trademarks, domain names, know-how, proprietary technologies and similar intellectual property as critical to our success, and we rely on a combination of intellectual property laws and contractual arrangements, including confidentiality and non-compete agreements with our employees and others to protect our proprietary rights. See “Business — Intellectual Property” and “Regulation — Regulation on Intellectual Property Rights.” Thus, we cannot ensure that any of our intellectual property rights would not be challenged, invalidated, circumvented or misappropriated, or that such intellectual property will provide us with competitive advantages.

Third parties may obtain and use our intellectual property without our due authorization. Confidentiality, invention assignment and non-compete agreements may be breached by counter-parties. In such cases, we may need to resort to litigation and other legal proceedings to enforce our intellectual property rights. Such legal actions to enforce our intellectual property rights could result in substantial costs and a diversion of our managerial and financial resources. We cannot assure you that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. To the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights in related know-how and inventions. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and operating results.

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

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

Additionally, in the event of litigation, we cannot ensure that Hong Kong courts or regulatory authorities would agree with our analysis on right of use or ownership of intellectual property. If we were found to be in violation of the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and operating results may be materially and adversely affected.

Competition for employees is intense, and we may not be able to attract and retain the qualified and skilled employees needed to support our business.

We believe our success depends on the efforts and talent of our employees. Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical, risk management and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure. Some of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment.

In addition, we plan to invest significant time and expenses in training our employees, which we expect will increase their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements, and the quality of our services and our ability to serve our high-net-worth clients, resulting in a material adverse effect to our business.

Increases in labor costs in Hong Kong may adversely affect our business and results of operations.

The economy in Hong Kong has experienced increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong are expected to continue to increase. In addition, we are required by Hong Kong laws and regulations to maintain various statutory employee benefits such as mandatory provident fund scheme, to provide statutorily required paid sick leave, annual leave and maternity leave, and pay severance payments or long service payments. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment. See “Regulations — Hong Kong Regulations — Employment Ordinance (Chapter 57 of the Laws of Hong Kong)” for details. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs to our users by increasing the fees of our services, our financial condition and operating results may be adversely affected.

The growth of our business depends on our ability to successfully introduce new products and services and improve existing products and services.

Our growth depends, in part, on our ability to successfully predict and respond to evolving customer demands and preferences. The development and introduction of innovative new products and services involve considerable costs. Any new product or service may not generate sufficient customer interest and sales to become a profitable product or service to cover the costs of its development and promotion and may negatively affect our operating results and damage our reputation. If we are not able to anticipate, identify or develop and market products and services to respond to the requirements of our customers, or if our new product or service introductions fail to gain consumer acceptance, we may not grow our business as anticipated, our sales may decline and our business, financial condition and results of operations may be materially adversely affected.

We do not have any business insurance coverage.

Currently, we do not have any business liability or disruption or keyman insurance to cover our operations. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured business disruptions may result in our incurring substantial costs and the diversion of resources, which could have an adverse effect on our results of operations and financial condition.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.

We are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, 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 provide products and services on our platform.

Our Operating Subsidiary operates in a competitive environment and faces competition from existing and new industry players

The software development industry in Hong Kong and Asia is competitive and fragmented. Our Operating Subsidiary operates in a competitive environment, and our success depends to a large extent on our ability to compete against other industry players on, among other things, reputation, track record and customer service.

We cannot assure you that we will be able to compete effectively against our existing and future competitors and adapt quickly to changing market conditions and trends. Failure to keep abreast of technological advancements and industry developments may result in failure to provide services in a cost-effective and efficient manner compared to our competitors, which may lead to loss of customers. Our business and results of operations may be adversely affected if competition intensifies. Any failure by us to remain competitive will adversely affect our business, financial condition and results of operations.

There is no assurance that we will be able to compete successfully in the future against our existing or potential competitors or that our business, financial condition and results of operations will not be adversely affected by increased competition.

The Operating Subsidiary operates in dynamic industries, which makes it difficult to evaluate the future prospects.

In general, the software development industry is dynamic. The industries in which we operate, including those providing and maintaining algorithmic software development and advanced big data analytic solutions, are all highly dynamic and may not develop as expected. Our customers may not fully understand the value of our solutions and potential new customers may have difficulty distinguishing our solutions from those of our competitors. If we fail to convince our customers of the value of our solutions, the markets for our solutions do not continue to develop as we expect or we fail to address the needs of these dynamic, evolving industries, our Operating Subsidiary’s business may be materially and adversely affected.

We Depend on a Limited Number of Customers for a Substantial Portion of Our Revenue.

A limited number of customers account for a substantial portion of our revenue. For the period between April 2023 and March 2024, (i) the combined revenues of our top ten customers, consisting of 4 institutions and 6 individuals, contributed to 98.9% of our total revenues; and (ii) the combined revenues of our top 4 customers, which are in the software development business and securities business, contributed to 74.4% of our total revenues. For the period between April 2024 and March 2025, (i) the combined revenues of our top ten customers, consisting of 4 institutions and 6 individuals, contributed to 99.0% of our total revenues; and (ii) the combined revenues of our top 4 customers, which are in the businesses of software development, digital marketing and securities, contributed to 93.5% of our revenues. If our existing customers do not make subsequent purchases from us or renew their contracts with us, or if our relationships with our largest customers are impaired or terminated, our revenue could decline, and our results of operations would be adversely impacted.

Our Reliance on a Limited Number of Third-Party Software Developers May Subject Us to Concentration and Development Risks.

We depend on a limited number of third-party software developers to develop specific modules based on clients’ needs. For the period between April 2023 and March 2024, we spent approximately HK$9,366,128 in purchasing services from two suppliers. For the period between April 2024 and March 2025, we spent HK$21,950,820 in purchasing services

from five suppliers. Any interruption, delay, reduction in availability, or failure of third-party software developers to deliver customized modules in accordance with our specifications and timelines could delay our project implementation, increase our development costs, and adversely affect our business, financial condition and results of operations.

Risks Related to Doing Business in Hong Kong

All of our operations are in Hong Kong, a special administrative region of the PRC. The regulations, rules and enforcement of laws of the PRC government may change rapidly with little advance notice. Due to the long-arm provisions under current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and the value of our Class A Ordinary Shares could decrease or become worthless.

Gold Stone is a holding company, and we conduct all our operations in Hong Kong through the Operating Subsidiary. Hong Kong is a special administrative region of the PRC. Our Subsidiaries do not have operations in mainland China or are not regulated by any regulator in mainland China. Furthermore, pursuant to the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (“Basic Law”), national laws of mainland China do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

However, due to certain long-arm provisions in the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China as they may affect Hong Kong. The PRC government may choose to exercise additional oversight and discretion over Hong Kong, and the policies, regulations, rules, and enforcement of laws of the PRC government to which we are subject may change rapidly and with little advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system are by their very nature uncertain.

In addition, these PRC laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, which may result in inconsistency with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance, any associated inquiries or investigations, or any other government actions may:

•        Delay or impede our development;

•        Result in negative publicity or increase our operating costs;

•        Require significant management time and attention; and

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

We are aware that the PRC government recently initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the PRC legislative or administrative regulation-making bodies will respond or what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or what the potential impact that any such modified or new laws and regulations would have on our daily business operations and the ability to accept foreign investments and list on a U.S. or other foreign exchange.

The PRC government may intervene or influence our operations at any time and may exert more 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. Any actions by the Chinese 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.

For example, 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 and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between the ultimate holding company and our Operating Subsidiary in 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 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 our ability to conduct our business could require us to change certain aspects of our business to ensure compliance; decrease demand for our offerings; 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 implemented, our business, financial condition, and results of operations could be adversely affected and the value of our Class A Ordinary Shares could decrease or become worthless.

We may become subject to a variety of PRC laws and other obligations regarding data security offerings that are conducted overseas and/or foreign investment in China-based issuers, 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 the Shares to investors and cause the value of the 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 it stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and a 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” (“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 mainland 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.

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 replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and 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 Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies and five interpretive guidelines (collectively, the “CSRC Filing Rules”), which came into effect on March 31, 2023. According to the CSRC Filing Rules, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should complete filing procedures with the CSRC within three working days following their submission of initial public offerings or listing application, and fulfill the filing procedures and report relevant information to the CSRC; any failure to comply with such filling procedures may result in administrative penalties, such as an order to rectify, warnings, and fines. On April 2, 2022, the CSRC published the Draft Archives Rules, for public comment, which was subsequently adopted as the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Companies and became effective on March 31, 2023.The rules also state that in the overseas listing activities of domestic companies, domestic companies, as well as securities companies and securities service institutions providing relevant securities services thereof, should establish a sound system of confidentiality and archival work, shall not disclose state secrets, or harm the state and public interests.

In addition, the CSRC Filing Rules further stipulate the rules and requirements for overseas offering and listing conducted by PRC domestic companies. The CSRC Filing Rules further clarified and emphasized that the comprehensive determination of the “indirect overseas offerings and listing of PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the procedures under the CSRC Filing Rules if the following criteria are met at the same time: (i) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year are accounted for by PRC domestic companies, and (ii) 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 CSRC Filing Rules provide a negative list of types of issuers banned from listing overseas, the issues’ 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 confirmed and advised by our PRC Counsel, Tian Yuan Law Firm, we are not subject to cybersecurity review by the CAC for the IPO or required to obtain regulatory approval from the CAC nor any other PRC authorities for our and our subsidiaries’ operations in Hong Kong, since: (i) we do not, directly or indirectly, own or control any entity or subsidiary in mainland China, nor are we controlled by any Mainland Chinese company or individual; (ii) the Operating Subsidiary is incorporated and operating in Hong Kong only without any subsidiary or variable interest entity structure in mainland China; (iii) we are headquartered in Hong Kong, with our senior management responsible for business operation and management are not mostly Chinese citizens or domiciled in mainland China; (iv) we only operate in Hong Kong, all of our revenue and profits are generated by our Operating Subsidiary in Hong Kong, none of our business activities are conducted in mainland China, and we have generated no revenue or profits from mainland China in the most recent accounting year; (v) we and our Operating Subsidiary will not be deemed an “operator” or “data processor” that is required to undergo cybersecurity review with the CAC prior to the listing in the United States, given that (a) as of the date of this prospectus, we do not place any reliance on collection and processing of any personal information and critical data to maintain our business operation; (b) data processed in our business should not have a bearing on national security nor affect or may affect national security; (c) all of the data our Operating Subsidiary have collected is stored in servers located in Hong Kong; (d) as of the date of this prospectus, neither we nor our Operating Subsidiary has 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; and (vi) pursuant to 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, as further advised by our PRC Counsel, Tian Yuan Law Firm, 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 CSRC Filing Rules, 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 Subsidiaries and the listing of our Class A Ordinary Shares on the U.S. or other foreign exchanges.

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 would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws. Given such uncertainty, we 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 CSRC Filing Rules, Measures for Cybersecurity Review (2021), the PIPL become applicable to us or the 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 our subsidiaries become subject to the CAC or CSRC review, we cannot assure you that our subsidiaries 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 to us of providing our service offerings, 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 in 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 or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this IPO 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 IPO, 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.

Gold Stone is an offshore holding company incorporated in the Cayman Islands. As a holding company with no material operations, Gold Stone’s operations are primarily conducted by its subsidiary in Hong Kong.

Gold Stone is a Cayman Islands holding company with no material operations of its own. As of the date of this prospectus, all of Gold Stone’s business operations are conducted by its Hong Kong Operating Subsidiary, Merry International. The ability of Merry International to make dividend and other payments to Gold Stone may be restricted by factors that include changes in applicable foreign exchange and other laws and regulations. While there are currently no restrictions on foreign exchange and our ability to transfer cash or assets between Gold Stone and its subsidiaries, if certain laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become applicable to us, and to the extent our cash or assets are in Hong Kong or a Hong Kong entity (such as Merry International), such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to the imposition of restrictions, limitations, and procedures on our transfer of funds or assets by the PRC government. Furthermore, we cannot assure you that the PRC government will not intervene or impose restrictions on Merry International, Alpha Tech, or Gold Stone to transfer or distribute cash within the organization, which could result in an inability of or prohibition on making transfers or distributions to

entities outside of Hong Kong. Any limitation on the ability of Merry International to pay dividends or make other distributions to its holding company could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. In addition, if Merry International incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends.

The Hong Kong legal system embodies uncertainties which could negatively affect our listing on [Nasdaq/NYSE] and limit the legal protections available to you and us.

The Hong Kong legal system embodies uncertainties which could negatively affect Gold Stone’s listing on [Nasdaq/NYSE] and limit the legal protections available to you and us. As one of the conditions for the handover of the sovereignty of Hong Kong to China, China had to accept some conditions such as Hong Kong’s Basic Law before its return. The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for 50 years from 1997. This agreement has given Hong Kong the freedom to function in a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system. However, if the PRC were to materially alter the level of autonomy enjoyed by Hong Kong, this could potentially impact Hong Kong’s common law legal system, and may in turn bring about uncertainty in, for example, listing Gold Stone’s Class A Ordinary Shares on [Nasdaq/NYSE]. This also could materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

We currently operate principally in Hong Kong, and adverse economic or other events affecting the region or any significant worsening to the present global financial condition could significantly impact our business.

As of the date of this prospectus, all of the Group’s operations are conducted by our Hong Kong Operating Subsidiary, Merry International. Changes in demand, economic and political developments and regulatory changes in the region will have a significant effect on our business, results of operations and financial condition. In addition, adverse weather conditions, earthquakes, fires, power loss, telecommunications failures, breakage of land or submarine transmission cables, military or terrorist activity or similar events within Hong Kong may cause significant disruption to our business operations. The outbreak of any severe contagious disease or pandemic within Hong Kong could also have a material adverse effect on our business, results of operations and financial performance. Any significant and protracted worsening to the present global financial and economic climate could result in a change to the spending or usage behavior of our customers which could have an adverse impact on our business, results of operations and financial performance.

Hong Kong’s position and reputation is dependent on the high degree of autonomy.

Hong Kong is a special administrative region of the PRC with its own government. Hong Kong enjoys a high degree of autonomy from the PRC under the principle of “one country, two systems.” However, there can be no assurance that our financial condition and results of operations will not be adversely affected as a consequence of the exercise of PRC sovereignty over Hong Kong. On July 14, 2020, the President of U.S. signed an executive order to end the special status enjoyed by Hong Kong under the U.S.-Hong Kong Policy Act of 1992. Hong Kong’s position and reputation as an international financial and trade center may be further damaged, and our business may be materially and adversely affected.

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

Since 1983, Hong Kong dollars have been pegged to the U.S. dollars at 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 may in turn adversely affect the operations and profitability of our business.

A decline in the economies of Hong Kong, mainland China, or globally, or alterations in mainland China and Hong Kong’s economic and political policies, may significantly and negatively impact our business and financial condition.

The performance, future opportunities, financial health, and operational outcomes of us could be significantly impacted by the political, economic, and social landscapes in Hong Kong and mainland China. The Chinese economy stands apart from most developed nations across several aspects, such as the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Despite substantial growth in recent decades, the Chinese economy’s progression has been uneven, both regionally and across various sectors. The Chinese government has implemented various measures aimed at encouraging economic growth and guiding resource distribution. While these measures might benefit the broader Chinese economy, some could potentially have adverse effects on our operations.

The economy in Hong Kong and mainland China is responsive to global economic trends. A prolonged downturn in the worldwide or Chinese economy could impact the businesses of both our existing and potential customers, thereby exerting a negative influence on the business, operational results, and financial standing of our subsidiaries. Furthermore, sustained volatility in international markets may hinder our capacity to access the capital markets to fulfill liquidity requirements.

Potential political and economic instability in Hong Kong may adversely impact our results of operations. We may also face the risk that changes in the policies of the PRC government could have a significant impact upon the business we conduct in Hong Kong and the profitability of such business.

Our operational activities are primarily conducted in Hong Kong. Accordingly, political and economic conditions in Hong Kong and the surrounding region may directly affect our business. In 2019, a number of political protests and conflicts have occurred in Hong Kong in connection with proposed legislation that would allow local authorities to detain and extradite people who are wanted in territories that Hong Kong does not have extradition agreements with, including the mainland of China and Taiwan. The economy of Hong Kong has been negatively impacted, including retail market, property market, securities market, and tourism, from such protests.

Under the Basic Law, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. We cannot assure you that the Hong Kong protests will not affect Hong Kong’s status as a Special Administrative Region of the People’s Republic of China and thereby affecting its current relations with foreign states and regions.

Our revenue is susceptible to Hong Kong protests as well as any other incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. It is unclear whether there will be other political or social unrest in the near future or that there will not be other events that could lead to the disruption of the economic, political and social conditions in Hong Kong. If such events persist for a prolonged period of time or that the economic, political and social conditions in Hong Kong are to be disrupted, our overall business and results of operations may be adversely affected.

In addition, economic, political and legal developments and social conditions in the PRC may significantly affect our business, financial condition, results of operations and prospects. Policies of the PRC government can have significant effects on economic conditions in the mainland of China and Hong Kong. While we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries and that business development in the PRC will continue to follow market forces, we cannot assure you that this will be the case. Our business operations and prospects, financial condition, and results of operations may be adversely affected by changes in policies by the PRC government, including:

•        changes in laws, regulations or their interpretation;

•        excessive and punitive taxation;

•        restrictions on currency conversion, imports or sources of suppliers, or ability to continue as a for-profit enterprise;

•        expropriation or nationalization of private enterprises; and

•        the allocation of resources.

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 subsidiary in Hong Kong, which may affect a substantial part 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, the U.S. President 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 customers dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our Hong Kong subsidiary is 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 Chinese government may exercise significant oversight and discretion over the conduct of our subsidiary’s business and may intervene in or influence its operations at any time, which could result in a material change in its operations and/or the value of Gold Stone’s Class A Ordinary Shares.

Gold Stone is a holding company, and we conduct a substantial portion of our operations through our subsidiary in Hong Kong. As Hong Kong is a special administrative region of the PRC, the PRC government may choose to exercise significant oversight and discretion to companies based in Hong Kong. If we or our subsidiary in Hong Kong were to become subject to PRC laws, regulations, and other government directives in China, such laws, regulations, and other government directives in China may be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

•        Delay or impede our subsidiary’s development;

•        Result in negative publicity or increase our subsidiary’s operating costs;

•        Require significant management time and attention; and

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

We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China, some of which were with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews and expanding the efforts in anti-monopoly enforcement. These regulatory actions and statements emphasize the need to strengthen the administration over illegal securities activities and the supervision of China-based companies seeking overseas listings. Additionally, companies are required to undergo a cybersecurity review if they hold large amounts of data related to issues of national security, economic development, or public interest before carrying out mergers, restructuring, or splits that affect or may affect national security. These statements were recently issued, and their official guidance and interpretation

remain unclear at this time. While we believe that our subsidiary’s operations are not currently being affected, if such statements become applicable to our subsidiary in Hong Kong, compliance with new regulatory requirements or any future implementation rules may present a range of new challenges which may create uncertainties and increase our subsidiary’s cost of operations.

There are risks that the Chinese government may intervene or influence our subsidiary’s operations at any time and may exert more control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our subsidiary’s operations and/or the value of Gold Stone’s Class A Ordinary Shares. Any legal or regulatory changes that restrict or otherwise unfavorably impact our subsidiary’s ability to conduct its business could decrease demand for its services, reduce revenues, increase costs, require it to obtain more licenses, permits, approvals or certificates, or subject it to additional liabilities. To the extent that any new or more stringent measures are implemented and applicable to our business, our business, financial condition and results of operations could be adversely affected, and the value of Gold Stone’s Class A Ordinary Shares could decrease or become worthless.

The PRC government exerts substantial influence and discretion over the manner in which companies incorporated under the laws of the PRC must conduct their business activities. Our principal operating subsidiary is a Hong Kong based company with no substantive operations in the mainland of China. However, if we were to become subject to such direct influence or discretion, it may result in a material change in our operations and/or the value of Gold Stone’s Class A Ordinary Shares, which would materially affect the interest of the investors.

We currently do not have any operations in the mainland of China. All of our revenues are derived from our subsidiary in Hong Kong, a special administrative region of China. The PRC government currently does not exert direct influence and discretion over the manner in which we conduct our business activities outside of the mainland of China, however, there is no guarantee that we will not be subject to such direct influence or discretion in the future due to changes in laws or other unforeseeable reasons or as a result of our expansion or acquisition of operations in the mainland of China.

If we became subject to the direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons or as a result of our development, expansion or acquisition of operations in the PRC, it may require a material change in our operations and/or result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In addition, the market prices of Gold Stone’s Class A Ordinary Shares could be adversely affected as a result of anticipated negative impacts of any such government actions, as well as negative investor sentiment towards Hong Kong-based companies subject to direct PRC government oversight and regulation, regardless of our actual operating performance. There can be no assurance that the PRC government would not intervene in or influence our operations at any time.

As of the date of this prospectus, we believe we: (i) are not required to obtain permissions from any PRC authorities to operate or issue Gold Stone’s Class A Ordinary Shares to foreign investors or trade Gold Stone’s Class A Ordinary Shares on [Nasdaq/NYSE]; (ii) are not subject to permission requirements from the China Securities Regulatory Commission (the “CSRC”), the Cyberspace Administration of China (the “CAC”) or any other entity that is required to approve of our subsidiary’s operations; and (iii) have not received or were denied such permissions by any PRC authorities. Given the current PRC regulatory environment, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Therefore, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry. As a result, Gold Stone’s Class A Ordinary Shares may decline in value dramatically or even become worthless should we become subject to new requirement to obtain permission from the PRC government to list on U.S. exchange in the future.

Our Operating Subsidiary is subject to various evolving Hong Kong laws and regulations regarding data privacy, which could subject them to government enforcement actions and investigations, fines, penalties, and suspension or disruption of their operations.

Our Operating Subsidiary, Merry International, operates its business in Hong Kong and is thus subject to the laws and regulations of Hong Kong in respect of data privacy and data protection. The main legislation in Hong Kong concerning data privacy is the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO”), which regulates the collection, usage, storage, and transfer of personal data and imposes a statutory duty on data users to comply with the six data protection principles and other provisions contained therein. The PDPO applies to a person who, either alone or jointly or in common with other persons, controls the collection, holding, processing or use of

personal data in or from Hong Kong. Our directors confirm to the best of their knowledge, information, and belief, as of the date of this prospectus, Merry International has complied with the laws and requirements in respect of data privacy in Hong Kong. Our directors confirm that: (i) Merry International has not been involved in any litigation or regulatory action relating to breach of the PDPO; and (ii) they are not aware of any non-compliance incidents relating to any breach of the PDPO by Merry International since its date of incorporation.

Failure to comply with the data privacy requirements in a timely manner, or at all, may subject us and/or Merry International to consequences including but not limited to government enforcement actions and investigations, fines, penalties, and suspension or disruption of Merry International’s operations, which may in turn adversely affect our financial conditions, results of operations and prospects.

Failure to comply with Hong Kong Competition Law may result in material and adverse effect on our business, financial condition and results of operations.

We operate in a competitive industry and a highly competitive market. We may be subject to a variety of laws and other obligations regarding competition law in Hong Kong, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations. We face significant competition in the market due to a large amount of goods and service providers. We may be subject to the Competition Ordinance which is intended to prevent and discourage anti-competitive conduct.

Under the guidelines and policies published by the Competition Commission, possible outcomes of investigation of contravention of the Competition Ordinance may include the acceptance of commitment given by infringer, the issuing of warning notice or infringement notice, commencement of proceedings in the Competition Tribunal, applying for consent order, referral of complaint to a government agency and the conduct of a market study. The Competition Tribunal may order remedies including pecuniary penalty, disqualification or other order under the Competition Ordinance.

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

If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations and our reputation and could result in a loss of your investment in Gold Stone’s Class A Ordinary Shares, especially if such matter cannot be addressed and resolved favorably.

U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting and reporting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our company and our business. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we may have to expend significant resources to investigate such allegations and/or defend the Company. This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our Company and business operations will be severely hampered and your investment in Gold Stone’s Class A Ordinary Shares could be rendered worthless. In addition, major issues with other U.S. listed Chinese companies in the future, could have a negative effect on the value of your investment, even though the Company is not involved.

The market price for Gold Stone’s Class A Ordinary Shares could be adversely affected by increased tensions between the United States and China.

Recently there have been heightened tensions in the economic and political relations between the U.S. and China. On June 30, 2020, the Standing Committee of the PRC National People’s Congress issued the Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region. This law defines the duties and government bodies of Hong Kong for safeguarding national security and four categories of offences — secession, subversion, terrorist activities and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, the U.S. President signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing 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. On August 7, 2020, the U.S. government imposed HKAA-authorized sanctions on 11 individuals, including former and current Chief Executives of HKSAR, Carrie Lam and John Lee, respectively. 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 such as those provided in the HKAA is in practice discretionary and highly political, especially in a relationship as extensive and complex as that between the U.S. and China. It is difficult to predict the full impact of the HKAA on Hong Kong and companies like us. Furthermore, legislative or administrative actions in respect of Sino-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of Gold Stone’s Class A Ordinary Shares could be adversely affected.

Our business, financial condition and results of operations, and/or the value of Gold Stone’s Class A Ordinary Shares or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of the PRC become applicable to a company such as us.

We currently do not have any operations in the mainland of China. As a result, the laws and regulations of the PRC do not currently have any material impact on our business, financial condition and results of operations. However, as we operate in Hong Kong, a special administrative region of China, there is no guarantee that if certain existing or future laws of the PRC become applicable to a company such as us, it will not have a material adverse impact on our business, financial condition and results of operations and/or our ability to offer or continue to offer securities to investors, any of which may cause the value of such securities to significantly decline or be worthless.

Except for the Basic Law, national laws of the PRC 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.

on the other hand, the laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. All of the legal and operational risks associated in operating in the PRC also apply to the operations of our subsidiary in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations, as to whether and how the recent and future PRC government statements and regulatory developments (such as those relating to data security or anti-monopoly) would be applicable to our subsidiary in Hong Kong and us, and as to the possibilities that Chinese government may exercise significant oversight over the conduct of business in Hong Kong. To the extent any PRC laws and regulations become applicable to us, we may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.

We may also become subject to the laws and regulations of the PRC to the extent we commence business and customer facing operations in the mainland of China as a result of any future acquisition, expansion or organic growth.

Risks Related to Gold STONE’S Class A Ordinary Shares and This Offering

Gold Stone’s Class A Ordinary Shares may be delisted and prohibited from being traded under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors for two consecutive years. The delisting and the cessation of trading of Gold Stone’s Class A Ordinary Shares, or the threat of their being delisted and prohibited from being traded, may materially and adversely affect the value of your investment.

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

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

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

On November 5, 2021, the SEC approved Rule 6100 adopted by the PCAOB to establish a framework for the PCAOB’s determinations under the HFCAA that the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by an authority in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize the interim final rules previously adopted in March 2021 to implement the submission and disclosure requirements in the HFCA Act, which requires a company to identify in its annual report, (1) the auditors that provided opinions to the financial statements presented in the annual report, (2) the location where the auditors’ report was issued, and (3) the PCAOB ID number of the audit firm or branch that performed the audit work. After we become a public company, if the SEC determines have three consecutive non-inspection years, the SEC will issue a stop order to prohibit the trading of Gold Stone’s Class A Ordinary Shares.

On December 16, 2021, the PCAOB issued a Determination Report which reported the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the PRC, because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region of the PRC, because of a position taken by one or more authorities in Hong Kong.

On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Uncertainties still exist as to whether and how this new Statement of Protocol will be implemented. The PCAOB is required to reassess its determinations by the end of 2022 and there are uncertainties whether the PCAOB will determine it is still unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong.

On December 15, 2022, the PCAOB issued a Determination Report determining that the PCAOB secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong, and vacating the 2021 Determinations the contrary. However, the PCAOB further noted that it will act immediately to consider the need to issue a new determination if the PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access.

On December 29, 2022, the Consolidated Appropriations Act, 2023 was signed into law, which, among other things, amended the HFCAA to reduce the number of consecutive years an issuer can be identified as a Commission-Identified Issuer before the SEC must impose an initial trading prohibition on the issuer’s securities from three years to two years. Therefore, once an issuer is identified as a Commission-Identified Issuer for two consecutive years, the SEC is required under the HCFAA to prohibit the trading of the issuer’s securities on a national securities exchange and in the over-the-counter market.

Our current auditor, Edward Associate CPA PLLC, 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 their compliance with the applicable professional standards. Edward Associate CPA PLLC is not among the PCAOB-registered public accounting firms registered in mainland China or Hong Kong that are subject to PCAOB’s determination on December 16, 2021 of having been unable to inspect or investigate completely. We are not aware of any reasons to believe or conclude that Edward Associate CPA PLLC would not permit an inspection by the PCAOB or that it may not be subject to such inspection. However, given the recent developments, we cannot assure you whether PCAOB or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. Gold Stone’s Class A Ordinary Shares could still be delisted and prohibited from being traded over-the-counter under the HFCA Act if the PCAOB determines in the future that it is unable to fully inspect or investigate our auditor which has a presence in China. Furthermore, there is no guarantee that future audit reports will be prepared by auditors that are completely inspected by the PCAOB, and, as such, future investors may be deprived of such inspections, which could result in limitations or restrictions to our access of the U.S. capital markets.

There has been no previous public market for Gold Stone’s Class A Ordinary Shares prior to this offering, and if an active trading market does not develop you may not be able to resell Gold Stone’s Class A Ordinary Shares at or above the price you paid, or at all.

The Class A Ordinary Shares of Gold Stone have never been traded publicly prior to this initial public offering. The market price and liquidity of Gold Stone’s Class A Ordinary Shares will be significantly harmed if an active trading market for those shares does not emerge following this offering. The public offering price for Gold Stone’s Class A Ordinary Shares will be determined by negotiations between us and the Representative and may bear little or no relationship to the market price for Gold Stone’s Class A Ordinary Shares after the public offering. You may not be able to sell any Class A Ordinary Shares that you purchase in the offering at or above the public offering price. Accordingly, investors should be prepared to face a complete loss of their investment.

The market price for Gold Stone’s Class A Ordinary Shares may be volatile.

The market price for Gold Stone’s Class A Ordinary Shares may be volatile and subject to wide fluctuations due to factors such as:

•        the perception of U.S. investors and regulators of U.S. listed Hong Kong companies;

•        negative publicity, studies or reports;

•        changes in financial estimates by securities research analysts;

•        conditions in the pre-owned consumer electronic devices markets;

•        our capability to catch up with the technology innovations in the industry;

•        actual or anticipated fluctuations in our operating results;

•        changes in the economic performance or market valuations of other competitor companies;

•        announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

•        release or expiration of lock-up or other transfer restrictions on our outstanding Class A Ordinary Shares (including Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares);

•        addition or departure of key personnel;

•        fluctuations of exchange rates between HK dollar and the U.S. dollar; and

•        general economic, health or political conditions in Hong Kong, China and worldwide.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of Gold Stone’s Class A Ordinary Shares.

If securities or industry analysts do not publish research or reports about our business, or if the publish a negative report regarding Gold Stone’s Class A Ordinary Shares, the price of Gold Stone’s Class A Ordinary Shares and trading volume could decline.

The trading market for Gold Stone’s Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

The estimates of market opportunity, forecasts of market growth included in this prospectus may prove to be inaccurate, and any real or perceived inaccuracies may harm our reputation and negatively affect our business. Even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainties and are based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of our market opportunities are subject to change over time, and there is no guarantee that any particular number or percentage of addressable companies covered by our market opportunities estimates will purchase our products and solutions at all or generate any particular level of revenues for us. Even if the market in which we compete meets the size estimates and growth forecasted in this prospectus, our business could fail to grow for a variety of reasons, including reasons outside of our control, such as competition in our industry.

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

In addition to the risks addressed above in “— The market price for Gold Stone’s Class A Ordinary Shares may be volatile”, Gold Stone’s Class A Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme share price run-ups followed by rapid price declines, and such share price volatility was seemingly unrelated to the respective company’s underlying performance. Upon the consummation of this offering, Gold Stone will have a relatively small public float due to the relatively small size of this offering, the ownership percentage of its executive officers and directors, and greater than 5% shareholders. As a result of its small public float, Gold Stone’s Class A Ordinary Shares may be less liquid and have greater share price volatility than the shares of companies with broader public ownership. The rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of Gold Stone’s Class A Ordinary Shares. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. In addition, you may experience losses, which may be material, if the price of Gold Stone’s declines after this offering or if you purchase Gold Stone’s Class A Ordinary Shares prior to any price decline.

You may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the United States and it may be difficult for a shareholder of Gold Stone to effect service of process or to enforce judgements obtained in the United States courts.

Gold Stone’s corporate affairs are governed by our memorandum and articles of association, the Companies Act and common law of the Cayman Islands. The rights of shareholders to take legal action against Gold Stone’s directors and Gold Stone, actions by minority shareholders and the fiduciary responsibilities of Gold Stone’s directors to Gold Stone under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well

incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Gold Stone will be a “controlled company” under the [Nasdaq/NYSE] Rules, and Gold Stone, as a result, can rely on exemptions from certain corporate governance requirements that could adversely affect Gold Stone’s public shareholders.

Mr. Chi Chung Tang, the chairman and chief executive officer of Gold Stone, will hold a majority of the voting power of Gold Stone upon the completion of this offering. Therefore, Gold Stone will qualify as a “controlled company” under the [Nasdaq/NYSE] Rules. Under these rules a company of which more than 50% of the voting power is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of Gold Stone’s directors be independent, as defined in the [Nasdaq/NYSE] Rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors. Gold Stone may elect to rely on any of such exemptions so long as it remains a controlled company and during any transition period following the time when Gold Stone is no longer a controlled company. Should Gold Stone choose to do so, you would not have the same protections afforded to shareholders of companies that are subject to all of [Nasdaq/NYSE] corporate governance requirements.

If a limited number of participants in this offering purchase a significant percentage of the offering, the effective public float may be smaller than anticipated and the price of Gold Stone’s Class A Ordinary Shares may be volatile, which could subject us to securities litigation and make it more difficult for you to sell Gold Stone’s Class A Ordinary Shares.

As a company conducting a relatively small public offering, we are subject to the risk that a small number of investors will purchase a high percentage of the offering. While the Representative is required to sell shares in this offering to at least [    ] round lot shareholders (a round lot shareholder is a shareholder who purchases at least 100 shares) and at least 50% the minimum required number of round lot holders must each hold unrestricted shares with a minimum market value of $[    ] in order to ensure that we meet the [Nasdaq/NYSE] initial listing standards, we have not otherwise imposed any obligations on the Representative as to the maximum number of shares they may place with individual investors. If, in the course of marketing the offering, the underwrites was to determine that demand for Gold Stone’s Class A Ordinary Shares was concentrated in a limited number of investors and such investors determined to hold their shares after the offering rather than trade them in the market, other shareholders could find the trading and price of Gold Stone’s Class A Ordinary Shares affected (positively or negatively) by the limited availability of Gold Stone’s Class A Ordinary Shares. If this were to happen, investors could find Gold Stone’s Class A Ordinary Shares to be more volatile than they might otherwise anticipate. Such share price volatility may increase the likelihood that a company may become the target of securities lawsuit. Additionally, it might be harder for smaller investors to sell their shares if a small number of individuals possessed a significant portion of our public float.

Cayman Islands economic substance requirements may have an effect on our business and operations.

Pursuant to the International Tax Cooperation (Economic Substance) Law, 2018 of the Cayman Islands, or the ES Law, that came into force on January 1, 2019, a “relevant entity” is required to satisfy the economic substance test set out in the ES Law. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is our Company. Based on the current interpretation of the ES Law, we believe that our Company, Gold Stone Technical Inc., is a pure equity holding company since it only holds equity participation in other entities and only earns dividends and capital gains. Accordingly, for so long as our Company, Gold Stone Technical Inc., is a “pure equity holding company”, it is only subject to the minimum substance requirements, which require us to (i) comply with all applicable filing requirements under the Companies Act; and (ii) has adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that we will not be subject to more requirements under the ES Law. Uncertainties over the interpretation and implementation of the ES Law may have an adverse impact on our business and operations.

Because our business is conducted in Hong Kong dollars and the price of Gold Stone’s shares are quoted in United States Dollars, changes in currency conversion rates may affect the value of your investments.

Our business is conducted 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 USD. Changes in the exchange rate between the Hong Kong dollar and USD 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 Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the U.S. Any significant revaluation of the Hong Kong dollar may materially and adversely affect our cash flows, revenue and financial condition. Further, although Gold Stone’s Class A Ordinary Shares offered by this prospectus are denominated in USD, we will need to convert the net proceeds we receive into Hong Kong dollars in order to use the funds for our business. Changes in the conversion rate between the USD and the Hong Kong dollar will affect that amount of proceeds we will have available for our business.

Risks Related to Gold Stone’s Corporate Structure

Cayman Islands economic substance requirements may have an effect on our business and operations.

Pursuant to the International Tax Cooperation (Economic Substance) Act (as revised) of the Cayman Islands, or the ES Act, that came into force on January 1, 2019, a “relevant entity” that carries on a “relevant activity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is Gold Stone. A “relevant activity” includes a holding company business. Based on the current interpretation of the ES Act, we believe that (i) Gold Stone is a pure equity holding company since it only holds equity participation in other entities and only earns dividends and capital gains, and (ii) Gold Stone carries on a holding company business, meaning the business of a pure equity holding entity. Accordingly, for so long as Gold Stone is a “pure equity holding company” that carries on a “holding company business”, it is only subject to the reduced substance requirements, which require us to (i) comply with all applicable filing requirements under the Companies Act; and (ii) has adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that we will not be subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations.

As Gold Stone is incorporated under the Cayman Islands law, you may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited.

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

Shareholders of Cayman Islands companies like Gold Stone have no general rights under the Cayman Islands laws to inspect corporate records, other than the memorandum and articles of association (as amended from time to time) and any special resolutions passed by such companies, and the registers of mortgages and charges of such companies. Gold Stone’s directors have discretion under its memorandum and articles of association to determine whether or not, and under what conditions, its corporate records may be inspected by its shareholders, but are not obliged to make them available to its shareholders except as confirmed by law or authorized by the directors or by Gold Stone by ordinary resolution. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. Certain corporate governance practices in the Cayman Islands, where Gold Stone is incorporated, differ significantly from

requirements for companies incorporated in other jurisdictions such as the United States. Currently, Gold Stone plans to rely on certain home country practices with respect to its corporate governance after it completes this offering. Its shareholders may be afforded less protection that they would otherwise enjoy under Nasdaq corporate governance listing standards applicable to the U.S. domestic issuers.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors, or our major shareholders than they would as public shareholders of a company incorporated in the United States.

Gold Stone may continue to rely on certain exemptions afforded to a Foreign Private Issuer even after it loses its status as an Emerging Growth Company.

Gold Stone will rely on dividends and other distributions on equity paid by its subsidiaries to fund its cash and financing requirements, and any limitation on the ability of its subsidiaries to make payments to it could have a material adverse effect on its ability to conduct its business. Moreover, to the extent that cash is in Gold Stone’s subsidiary in Hong Kong, there is a possibility that the funds may not be available to fund our operations or for other uses outside of Hong Kong due to interventions or the imposition of restrictions and limitations by the Hong Kong laws or the PRC government on the ability to transfer cash out of Hong Kong or a Hong Kong entity.

Gold Stone is a holding company, and it will rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. Within Gold Stone’s direct holding structure, the cross-border transfer of funds within the Group is legal and compliant with the laws and regulations of BVI, Hong Kong, and the Cayman Islands. Our subsidiary in Hong Kong is permitted under the laws of Hong Kong to provide funding to its direct registered shareholders through dividends without restrictions on the amount of the funds, other than as limited by the amount of its distributable earnings and subject to the requirement of maintaining sufficient fund for it to remain solvent as a going concern and meet its contractual obligations owed to third parties prohibiting or restricting dividend distributions. However, to the extent cash is in Gold Stone’s subsidiary in Hong Kong, there is a possibility that the funds may not be available to fund Gold Stone’s operations or for other uses outside of Hong Kong due to interventions or the imposition of restrictions and limitations by the Hong Kong laws or PRC government on the ability to transfer cash outside Hong Kong or Hong Kong entity. While there are currently no restrictions on foreign exchange and our ability to transfer cash or assets between Gold Stone and its subsidiary in Hong Kong, if certain laws and regulations, including existing laws and regulations and those enacted or promulgated in the future were to become applicable to us, and to the extent our cash or assets are in Hong Kong or a Hong Kong entity (such as our subsidiary in Hong Kong), such 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 to transfer funds or assets by the PRC government. Furthermore, we cannot assure you that the PRC government will not intervene or impose restrictions on Gold Stone or its subsidiary in Hong Kong to transfer or distribute cash within the organization, which could result in an inability of or prohibition on making transfers or distributions to entities outside of Hong Kong. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to Gold Stone.

Certain judgments obtained against us by Gold Stone’s shareholders may not be enforceable.

Gold Stone is a Cayman Islands exempted company and all of the Group’s assets are located outside of the United States. In addition, all of Gold Stone’s current directors and officers are nationals and residents of countries other than the United States and all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Our Business.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

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

•        our goals and strategies;

•        our future business development, financial conditions and results of operations;

•        fluctuations in interest rates;

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

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

•        competition in our industry;

•        relevant government policies and regulations relating to our industry; and

•        general economic and business conditions in the markets in which we operate.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Business,” “Regulation” and other sections in this prospectus. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of Gold Stone’s Class A Ordinary Shares. In addition, the rapidly changing nature of pre-owned consumer electronic devices industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

USE OF PROCEEDS

We estimate the net proceeds to us from Gold Stone’s issuance and sale of 6,250,000 shares of Class A Ordinary Shares in this offering will be approximately $24.3 million, assuming an initial public offering price of $4.50 per share, which is the midpoint of the price range listed on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the Representative’s over-allotment option to purchase additional shares in this offering is exercised in full, we estimate that our net proceeds will be approximately $28.1 million.

A $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per Class A Ordinary Share would increase (decrease) our net proceeds from this offering by approximately $5.7 million, or $6.5 million if the Representative’s over-allotment option to purchase additional shares in this offering is exercised in full, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, a one million share increase (decrease) in the number of shares offered by us, as set forth on the cover of this prospectus, would increase (decrease) the net proceeds to us from this offering by $4.1 million, assuming the assumed initial public offering price of $4.50 per share, the midpoint of the price range set forth on the cover page of this prospectus, remained the same and after deducting the underwriting discount and estimated offering expenses payable by us.

We plan to use the net proceeds of this offering as follows in the order of priority:

•        approximately 40%, or US$9.7 million for advancement of our core algorithmic and big data analytics capabilities and enhancing our research and product development capabilities;

•        approximately 20%, or US$4.9 million for implementing our international expansion strategy;

•        approximately 20%, or US$4.9 million for sales, marketing and branding activities;

•        approximately 20%, or US$4.9 million representing the remaining amount for general corporate purposes, which may include working capital needs and other corporate uses.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our intentions as of the date of this prospectus based upon our current plans and business conditions to use and allocate the net proceeds of this offering. However, our management will have significant flexibility and discretion in applying the net proceeds of this offering. Unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus. See “Risk Factors — Risks Related to Gold Stone’s Class A Ordinary Shares and This Offering — We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.”

DIVIDEND POLICY

Gold Stone has never declared or paid any cash dividend on its Class A Ordinary Shares. Gold Stone does not anticipate paying any cash dividends in the foreseeable future and it intends to retain all of its earnings, if any, to finance its growth and operations and to fund the expansion of its business. Our board of directors has complete discretion in deciding whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that Company may only pay dividends out of profit or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare final dividend, but no dividend shall exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the timing, amount, and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions, and other factors deemed relevant by our board of directors. Under the current Hong Kong laws, Merry International is permitted to provide funding to its direct registered shareholder or holding company through dividend distribution without restrictions on the amount of the funds, subject to availability of distributable profits and sufficient cash to maintain going concern and solvency of Merry International and any contractual obligations owed to third parties prohibiting or restricting dividend distributions.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2025:

•        on an actual basis; and

•        on an adjusted basis to reflect the sale of 6,250,000 Class A Ordinary Shares in this offering, at an assumed initial public offering price of $4.50 per share, the midpoint between $4.00 and $5.00 per share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The adjustments reflected below are subject to change and are based upon available information and certain assumptions that we believe are reasonable. Total shareholders’ equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

____________

(1)      At an assumed public offering price of $4.50 per Class A Ordinary Share (the mid-point of the estimated public offering price range) and to reflect the application of the proceeds after deducting our estimated offering expenses.

(2)      Pro forma as adjusted for additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts and commissions, Representative’s non-accountable expense allowance and other expenses. We expect to receive net proceeds of approximately $24.29 million ($28.13 million offering, less underwriting fee of $2.25 million and non-accountable expenses of $0.28 million and other offering expenses of approximately $1.30 million).

DILUTION

If you invest in Gold Stone’s Class A Ordinary Shares, you will incur immediate dilution since the public offering price per share you will pay in this offering is more than the net tangible book value per ordinary share immediately after this offering.

As of September 30, 2025, we had a net tangible book value of approximately US$1,550,867, or US$0.03 per Ordinary Share (both Class A and Class B Ordinary Shares). Net tangible book value per share is the amount of our total tangible assets (total assets less goodwill) reduced by the amount of our total liabilities, divided by the total number of Ordinary Shares outstanding as of September 30, 2025.

The calculation in this section assumes that 40,000,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares were issued and outstanding as of September 30, 2025. The dilution in net tangible book value per share to new investors, represents the difference between the amount per share paid by purchasers of shares in this offering and the pro forma net tangible book value per share immediately after completion of this offering. After giving effect to the sale of 6,250,000 Class A Ordinary Shares in this Offering at the assumed initial public offering price of US$4.50 per Class A Ordinary Share and after deducting underwriting discounts and expenses payable by us in the amount of approximately $2.78 million, and estimated other offering expenses in the amount of approximately $1.05 million, our pro forma as adjusted net tangible book value at September 30, 2025 would have been US$25,845,150, or US$0.46 per Ordinary Share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.43 per Ordinary Share to existing shareholders and immediate dilution of US$4.04 per Ordinary Share to new investors.

The following table illustrates this per share dilution as of September 30, 2025:

____________

(1)      Assumes gross proceeds from the offering of 6,250,000 Class A Ordinary Shares, and assumes that the underwriters’ over-allotment option has not been exercised.

(2)      Assumes gross proceeds from the offering of 7,187,500 Class A Ordinary Shares, and assumes that the underwriters’ over-allotment option has been exercised in full.

A US$1.00 increase (decrease) in the assumed public offering price per share would increase (decrease) our pro forma net tangible book value after this offering by approximately $5.69 million, increase (decrease) the value per share to new investors by approximately $0.10, and increase (decrease) the dilution per share to new investors by approximately $0.90, after deducting the underwriting discount and estimated offering expenses payable by us.

The following table sets forth, on an as adjusted basis as of September 30, 2025, the difference between the number of Ordinary Shares purchased from Gold Stone, the total cash consideration paid, and the average price per share paid by Gold Stone’s existing shareholders and by new public investors before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, using an assumed public offering price of $4.50 per ordinary share:

ENFORCEABILITY OF CIVIL LIABILITIES

Gold Stone was incorporated in the Cayman Islands in order to enjoy the following benefits:

•        political and economic stability;

•        an effective judicial system;

•        a favorable tax system;

•        the absence of exchange control or currency restrictions; and

•        the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to, the following:

•        The Cayman Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors; and

•        Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Gold Stone’s constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the U.S., between Gold Stone, Gold Stone’s officers, directors and shareholders, be arbitrated. Currently, all of our operations are conducted in Hong Kong, and all of our assets are located in Hong Kong. All of our officers are nationals or residents of jurisdictions in Hong Kong and a substantial portion of their assets are located in Hong Kong. As a result, it may make it more difficult for a shareholder or an investor to effect service of process within the U.S. upon these persons, or to enforce against us or our officers or directors with the judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the U.S. or any state in the U.S.

Gold Stone has appointed Cogency Global Inc., which is located at 122 East 42nd Street, 18th Floor, New York, NY 10168, as our agent to receive service of process with respect to any action brought against us in the U.S. in connection with this offering under the federal securities laws of the U.S. or of any State in the U.S.

Ogier, our counsel as to Cayman Islands law, and Lawrence Chan & Co., our counsel as to Hong Kong law have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and Hong Kong, respectively, would:

•        recognize or enforce judgments of U.S. courts obtained against us 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

•        entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the U.S. or any state in the U.S.

Cayman Islands

We have been advised by Ogier, our counsel as to Cayman Islands law, that it is uncertain whether the courts of the Cayman Islands would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Ogier has further advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in a federal or state court of the United States, the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the United States courts against us under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to

the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from United States courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Hong Kong

Lawrence Chan & Co., our counsel with respect to Hong Kong law, has advised us that judgment of United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the U.S. However, the common law permits a separate legal action to be brought upon a foreign judgment, in order to recover such judgment debt from the judgment debtor. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public policy.

Corporate History and Structure

Our business was initially conducted through Merry International Technical Services (Hong Kong) Limited, which was incorporated on August 17, 2018 and acquired by Mr. Chi Chung Tang in 2022. In preparation for our initial public offering and to establish an offshore holding company structure, we commenced a series of corporate reorganizations beginning in late 2024.

On November 26, 2024, Mr. Tang and Mr. Lam Sin Hang each established their respective British Virgin Islands holding companies, being Top Future Enterprises Ltd. and Arm Global Ventures Ltd., to serve as their investment vehicles for the reorganization. On February 10, 2025, Gold Stone Technical Inc. was incorporated in the Cayman Islands, with 96% of its shares issued to Top Future Enterprises Ltd. and 4% to Arm Global Ventures Ltd. Gold Stone Technical Inc. was designated to become the listing vehicle of our group.

On February 21, 2025, Gold Stone Technical Inc. incorporated Alpha Tech Innovations Ltd., a wholly-owned subsidiary in the British Virgin Islands, to function as the intermediate offshore holding entity. Following its establishment, Alpha Tech Innovations Ltd. became the sole shareholder of Merry International Technical Services (Hong Kong) Limited. As a result of this restructuring, Merry International Technical Services (Hong Kong) Limited became an indirect wholly-owned subsidiary of Gold Stone Technical Inc.

Upon completion of the reorganization, Mr. Tang, Mr. Lam, and certain other shareholders hold their respective ownership interests in our group through Top Future Enterprises Ltd. and Arm Global Ventures Ltd., and our post-reorganization corporate structure consists of Gold Stone Technical Inc. as the ultimate parent company, Alpha Tech Innovations Ltd. as its intermediate offshore holding subsidiary, and Merry International Technical Services (Hong Kong) Limited as our operating entity.

This reorganization was undertaken to establish a clear offshore shareholding structure and to prepare our group for the proposed initial public offering.

On April 27, 2026, the Company issued to its existing shareholders, and the existing shareholders subscribed from the Company on a pro rata basis at a price of par value US$0.0001 per share, an aggregate of 20,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares (“Additional Subscriptions”). The Additional Subscriptions were allocated in proportion to then-existing shareholdings of the existing shareholders and did not result in any change in the shareholding ownership percentages of the existing shareholders nor a change of control of the Company.

As of the date of this prospectus, the Company’s corporate structure is as follows:

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

The following management discussion and analysis of financial condition and results of operations contains forward-looking statements which 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 prospectus. We assume no obligation to update forward-looking statements or the risk factors. You should read the following discussion in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus.

We are a Hong Kong — based software service provider specializing in the implementation, and optimization of intelligent algorithmic solutions and intelligent data-processing software. Our services are primarily provided to customers in the software development, software integration, investment, and digital marketing sectors, with extended applicability across a broad range of other industries, including logistics, healthcare, finance, and supply chain operations. Our solutions are designed to support digital transformation, enhance operational efficiency, strengthen risk monitoring and internal control capabilities, and enable data-driven decision making through highly customized and scalable technologies.

Our core offerings include:

(i)     data processing and integration for large and complex datasets.

(ii)    system authorization and connection-management points that enable clients to securely retrieve and utilize processed data.

(iii)   execution-batch processing engines that decompose clients’ processing queries into structured and sequenced operational instructions.

(iv)   monitoring and risk-control modules that provide real-time or scheduled oversight of clients’ activities and transactions.

(v)    intelligent-algorithm-driven reporting and optimization recommendations based on predefined KPIs, and

(vi)   interoperability bridges and data-conversion points that connect multiple client systems across heterogeneous environments.

These capabilities enable us to support clients in addressing complex operational challenges and managing large-scale data workflows more efficiently.

We generate revenue primarily through the delivery of intelligent algorithm solutions and intelligent data-processing software development. Our intelligent algorithm implementation and optimization services serve software developers, software integrators, institutional and individual investors. Our intelligent data-processing software development primarily supports digital marketing customers by enabling user profiling, targeted marketing strategies, content recommendation, and marketing-performance analytics based on clustering techniques, decision-tree modeling, and A/B testing frameworks.

Our customer base consists of both corporate customers and high-net-worth individual customers. For the period between April 2023 and March 2024, our top ten customers (four institutional clients and six individual customers) were 98.9% of our revenues. For the period between April 2024 and March 2025, our top ten customers (also four institutional clients and six individuals) were 99.0% of our revenues. Our institutional customers primarily operate in the software development, digital marketing, and securities investment businesses. We rely mainly on our own employees to implement and optimize algorithmic and risk-control modules, supplemented by certain third-party software modules procured from external developers and customized to meet client needs.

Our competitive strengths include our ability to deliver deep customization; our multi-source and cross-system data integration capabilities; our built-in compliance and risk-control frameworks; and our scalable algorithmic and processing pipelines. Our solutions support interoperability across heterogeneous systems and enable customers to leverage structured methodologies, data cleansing and labeling processes, and automated modeling to achieve robust operational performance.

We plan to continue expanding our technology capabilities, strengthen our R&D investments, broaden our industry reach — including healthcare, finance, supply chain, logistics, and digital marketing — and pursue strategic partnerships to support our long-term growth trajectory.

Key Factors Affecting Our Results of Operations

Our results of operations are influenced by several key factors, including the following:

1. Market Demand for Intelligent Algorithm and Data-Processing Solutions

Our revenue is heavily dependent on customer demand for digital-transformation, data-processing, and algorithm-implementation services. Demand is driven by (i) technology investment trends, (ii) regulatory requirements for risk monitoring and internal controls, and (iii) industry adoption of data-analytics-based decision making, particularly in the investment and digital-marketing sectors we serve.

2. Customer Concentration

We have historically generated a substantial portion of our revenues from a limited number of major customers. Our top ten customers accounted for 98.9% of revenue for the year ended March 31, 2024 and 99.0% for the year ended March 31, 2025. All revenue was derived from the Company’s top ten customers for the six months ended September 30, 2025 and 2024. Fluctuations in the business activities, procurement plans, or financial condition of these customers could materially impact our revenues.

3. Project Mix, Scale, and Complexity

Revenue and margins are influenced by the size and complexity of projects undertaken. Projects requiring significant algorithm implementation, system bridging, multi-source data integration, or customized risk-management modules typically demand higher engineering resources and may result in higher margins. Conversely, projects requiring substantial use of third-party software modules may result in lower margins.

4. Ability to Maintain and Enhance Technological Capabilities

Our performance depends on our ability to continue innovating in intelligent-algorithm implementation, data-processing automation, and cross-system interoperability. Our ongoing R&D focus — including model optimization, data-pipeline automation, and integration with external data-storage and exchange networks — is essential to maintaining competitiveness. Any delays in innovation or inability to keep pace with technological development may affect our results.

5. Availability and Cost of Skilled Technical Personnel

Our operations rely on experienced engineers, software developers, and data-processing specialists. Competition for such talent may increase labor cost or affect our ability to deliver projects on time. R&D staffing — given our emphasis on algorithm optimization and intelligent data processing — is a critical cost driver.

6. Procurement of Third-Party Software Components

While our core modules are developed internally, certain software components are procured from external suppliers. For the years ended March 31, 2024 and 2025 and the six months ended September 30, 2025, we procured software services from two, five and four suppliers, respectively. Increases in procurement costs, changes in supplier performance, or delays in delivery could affect both the costs of revenue and delivery schedules.

7. Expansion into New Industries and Geographic Markets

As we pursue growth in healthcare, finance, supply chain, logistics, and digital-marketing markets — and as we expand geographically — our results will depend on our ability to successfully penetrate new markets, establish customer relationships, and localize solutions where necessary.

8. Macroeconomic and Industry-Wide Factors

Technology spending cycles, general economic trends, regulatory expectations (including data-protection, privacy, and risk-control requirements), and competition among service providers may impact customer budgets and procurement decisions.

Results of Operations

Six Months Ended September 30, 2025 and 2024

Revenues

(i) Revenue by sales category

For the six months ended September 30, 2025, we generated revenue of US$2.8 million, representing an increase of US$1.0 million, or 58.6%, from US$1.8 million for the six months ended September 30, 2024. All of our revenue for both periods was derived from technical services and was generated in Hong Kong.

The increase in revenue was primarily attributable to an increase in average revenue per technical service project, partially offset by a slight decrease in the number of technical service projects completed during the period. The number of technical service projects decreased from 11 projects for the six months ended September 30, 2024 to 10 projects for the six months ended September 30, 2025, representing a decrease of one project, or 9.1%. Although the Company completed fewer projects during the period, the revenue generated from each project increased significantly.

Our average revenue per technical service project increased from approximately US$159,836 for the six months ended September 30, 2024 to approximately US$278,778 for the six months ended September 30, 2025, representing an increase of approximately US$118,942, or 74.4%. The increase in average revenue per project was primarily due to changes in project scope and customer demand during the six months ended September 30, 2025. Compared to the prior year period, the Company completed projects with broader service scopes and higher individual contract values. As a result, the increase in average revenue per project more than offset the effect of the slight decrease in the number of projects completed during the period.

The increase in revenue was also affected by changes in our customer mix. Revenue from corporate customers increased by US$2.2 million, or 353.5%, from US$0.6 million for the six months ended September 30, 2024 to US$2.8 million for the six months ended September 30, 2025. Corporate customers accounted for 100.0% of our total revenue for the six months ended September 30, 2025, compared to 35.0% for the six months ended September 30, 2024. We did not generate revenue from high-net-worth individual customers for the six months ended September 30, 2025, compared to US$1.1 million, or 65.0% of total revenue, for the six months ended September 30, 2024. The absence of revenue from high-net-worth individual customers partially offset the increase in revenue from corporate customers. Overall, the change in customer mix reflected our increased focus on corporate customer projects during the six months ended September 30, 2025, which generally involved broader service scopes and higher individual contract values, resulting in a higher average revenue per project.

Revenue remained concentrated among a limited number of customers. The top five customers accounted for approximately 93.3% of total revenue, and the largest customer contributed approximately 26.9% of total revenue for the six months ended September 30, 2025. For the six months ended September 30, 2024, the top five customers accounted for approximately 89.7% of total revenue, and the largest customer contributed approximately 22.8% of total revenue.

Cost of Revenues

The cost of revenues decreased by $0.4 million, or 27.2%, to $1.2 million for the six months ended September 30, 2025, compared to $1.6million for the six months ended September 30, 2024. This overall decrease was primarily driven by a significant reduction in technical service fees, which declined by $0.8 million, or 49.0%, from $1.6 million to $0.8 million. This reduction reflects a strategic decision to optimize our procurement channels by partnering with more cost-effective external technical service providers. By engaging suppliers that offer more competitive pricing, we successfully lowered our service execution costs. In addition, we gradually hired our own R&D personnel, which increased labor costs but reduced our reliance on external suppliers. Overall, the reduction in technical service fees more than offset the increase in labor costs, resulting in a decrease in cost of revenues for the period.

Gross Profit

Our profit margin for the six months ended September 30, 2025, increased by 49.5%, from 8.4% for the six months ended September 30, 2024 to 57.9% for the six months ended September 30, 2025. Gross profit increased from $0.1 million for the six months ended September 30, 2024 to $1.6 million for the six months ended September 30, 2025, representing a growth of $1.5 million. This substantial expansion in both absolute gross profit and gross margin was driven by the dual effect of robust revenue growth and successful cost optimization. This favorable dynamic was primarily achieved by strategically optimizing our procurement channels and partnering with more cost-effective

external technical service providers to replace our previous, more expensive suppliers. By securing more competitive pricing from these new vendor relationships, we successfully lowered our service delivery costs relative to our expanding revenue base. In addition, the Company gradually hired its own R&D personnel, which increased labor costs but reduced its reliance on external suppliers. Overall, the decrease in external technical service fees more than offset the increase in labor costs, resulting in a reduction in service delivery costs relative to revenue and contributing to the significantly higher gross margin realized during the six months ended September 30, 2025.

Operating Expenses

Selling and Marketing Expenses

Selling and marketing expenses primarily were employee-related costs associated with sales functions. Selling and marketing expenses were $316,039 for the six months ended September 30, 2025, compared to nil for the six months ended September 30, 2024, representing an increase of $316,039. The increase was mainly attributable to the addition of prepaid promotional expenses to a third-party vendor and sales personnel and related compensation expenses incurred to support business development efforts during the six months.

General and Administrative Expenses

General and administrative expenses mainly comprises employee costs, legal and professional fees, rental expenses, utilities, and other administrative expenses. General and administrative expenses were $262,557 for the six months ended September 30, 2025, representing an increase of $242,232, or 1191.8%, from $20,325 for the six months ended September 30, 2024. The increase was primarily attributable to (i) an increase in professional service fees of $126,385 attributable to the initial public offering process; (ii) an increase in payroll and employee benefits of $78,043; and (iii) an increase in consulting and advisory fees of $32,997. These increases were partially offset by a decrease in business entertainment expenses of $11,403.

Research and Development Expenses

Research and development expenses consisted primarily of R&D service fees and related personnel expenses. Research and development expenses were nil for the six months ended September 30, 2025, compared to $3,002 for the six months ended September 30, 2024, representing a decrease of $3,002, or 100%. The decrease was primarily driven by direct costs incurred for specific R&D projects, notably Alibaba Cloud server expenses utilized to support technical enhancement efforts for the six months ended September 30, 2024.

Other Income

Other income primarily comprised of interest income total amounted to $241 and $834 for the six months ended September 30, 2025 and 2024 respectively.

Other Expenses

Other expenses primarily comprised of bank charges and exchange losses total was $1,692 and $19,147 for the six months ended September 30, 2025 and 2024 respectively.

Interest Expense

Interest expense was nil for the six months ended September 30, 2025, compared to $158,540 for the six months ended September 30, 2024, a decrease of $158,540, or 100%. The decrease in interest expenses was attributable to the repayment of the bonds payable for the six months ended September 30, 2024.

Net Income

As a result of the foregoing, our net income was $875,071 and $7,416 for the six months ended September 30, 2025 and 2024 respectively.

Liquidity and Capital Resources

Our primary sources of liquidity consist of existing cash balances and cash flows from our operating activities. As of September 30, 2025, we had cash and cash equivalents of $146,562.

Currently, our primary uses of cash are for operations and capital expenditures. We believe that net cash generated from operating activities, cash on hand and available capital will be adequate to meet our liquidity and capital requirements for the next 12 months. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Working Capital

Our working capital increased by approximately $0.7 million, or 108%, from $0.6 million as of March 31, 2025 to $1.3 million as of September 30, 2025. While this increase reflects an overall strengthening of our working capital position, it was driven primarily by growth in current assets other than cash, particularly accounts receivable, rather than by an increase in cash balances.

The most significant driver of the increase in working capital was a $1.5 million increase in net accounts receivable, which primarily reflected significant revenue growth during the six months ended September 30, 2025 and the timing difference between revenue recognition and cash collections. This indicates that, as our business expanded, a larger portion of our liquidity was tied up in working capital. Prepayments and other receivables also increased by $92,190, further contributing to current asset growth. These increases were partially offset by a $0.3 million decrease in cash and cash equivalents, as cash was utilized to support operating growth and fund the higher level of receivables.

Current liabilities increased during the six months ended September 30, 2025, primarily due to a $0.4 million increase in accounts payable and a $0.16 million increase in tax payable. The increase in accounts payable provided a partial offset to the growth in working capital needs by reducing the immediate use of cash, while the increase in tax payable was generally consistent with improved profitability during the period.

Taken together, these changes suggest that our business expansion is increasing our working capital requirements, particularly through higher accounts receivable balances. Although our working capital position improved as of September 30, 2025, our short-term liquidity became more dependent on the timely collection of accounts receivable as cash and cash equivalents declined during the period. We expect that continued growth in our operations may further increase our working capital needs. Nevertheless, based on our existing cash balance, expected cash flows from operations and ongoing management of receivables and payables, we believe we will have sufficient liquidity to meet our anticipated working capital requirements and capital expenditure needs for at least the next 12 months.

Capital Needs

Our capital needs include our daily operating needs and capital needs to finance the development of our business. Our management believes it is necessary to enhance the collection of outstanding accounts receivable and to be cautious on operational decisions and project selection. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the recoverability of individual balances. Our management is confident in the collection of account receivables.

Cash Flow Analysis

Cash flows from operating activities

For the six months ended September 30, 2025 and 2024, cash inflows from our operating activities were primarily derived from revenue generation and increases in certain operating liabilities, whereas cash outflows mainly related to movements in accounts receivable, prepayment and other receivables and other payables.

Our net cash generated from operating activities primarily reflected our net income, as adjusted for non-operating items and changes in working capital, including other receivables, advances to suppliers, accounts payable, salary and welfare payable, and tax payable.

For the six months ended September 30, 2025, our net cash used in operating activities was approximately $0.1 million, which primarily reflected our net income of approximately $0.9 million, adjusted by (i) an increase in accounts receivable of approximately $1.5 million; together with (ii) an increase in prepayment and other receivables of approximately $0.09 million; and offset by (iii) an increase in accounts payable of approximately $0.4 million; and (iv) an increase in tax payable of approximately $0.2 million.

For the six months ended September 30, 2024, our net cash from operating activities was approximately $3.0 million, which primarily reflected our net income of approximately $7,416, adjusted by (i) a decrease in advances to suppliers of approximately $1.6 million; together with (ii) an increase in other payables of approximately $1.3 million; and (iii) an increase in advances from customers of approximately $0.3 million, offset by (iv) an increase in deferred tax assets of approximately $59,209; and (v) a decrease in amounts due to related parties of approximately $13,447.

Cash flows from financing activities

For the six months ended September 30, 2025, our cash flows used in financing activities were approximately $0.2 million, primarily consisting of payments for deferred offering costs of approximately $0.2 million.

For the six months ended September 30, 2024, our cash flows used in financing activities were approximately $3.0million, primarily consisting of repayments of bond payables of approximately $3.0 million.

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 unconsolidated entities 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 Contractual Obligations

The Company did not have significant commitments, long-term obligations, or guarantees as of September 30, 2025 and March 31, 2025.

Trend information

Other than as disclosed in this prospectus, we are not aware of any trends, uncertainties, demands, commitments or events for the current fiscal year that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenue and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenue and expenses incurred during the financial reporting period. The most significant estimates and assumptions include allowance for credit losses, estimated useful lives and impairment of long-live assets, and revenue recognition. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this prospectus reflect the more significant judgments and estimates used in preparation of our consolidated financial statements.

While our significant accounting policies are more fully described in note 2 of our consolidated financial statements included elsewhere in this prospectus, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements. The following are descriptions of our critical accounting policies and estimates. They should be read in conjunction with our consolidated financial statements and other disclosures included in this prospectus.

Basis of Consolidation

The CFS of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company balances, transactions and cash flows are eliminated in consolidation.

Use of estimates and assumptions

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Significant items subject to such estimates and assumptions include, but not limited to, allowance for credit losses, estimated useful lives and impairment of long-live assets, and revenue recognition. Actual results could differ from these estimates.

Accounts receivable, net

Accounts receivable are trade receivables from customers. The trade receivables are without customer collateral and interest is not accrued on past due accounts. The Company estimates the allowance for doubtful accounts receivable based on historical collection activity, current business environment and forecasts of future macroeconomic conditions that may affect the customers’ ability of payment according to ASC 326. The accounts receivable was segmented into groups based on certain credit risk characteristics, and the Company determined expected loss rates for each group based on historical loss experience adjusted for judgments about the effects of relevant observable data including default rates, lifetime for debt recovery, current and future economic conditions. No allowance was required as of September 30, 2025 and March 31, 2025.

Goodwill

Goodwill recognized by the Group originated from Merry HK’s election of pushdown accounting in connection with a change-in-control event. Upon a change in control (including control obtained by an individual), an acquiree may elect to apply pushdown accounting in its separate financial statements. The decision to apply pushdown accounting is made in the reporting period in which the change-in-control event occurs, and once applied, the election is irrevocable.

For transfers of net assets or exchanges of equity interests among entities under common control, the Group applies the guidance in ASC 805-50. In a common-control transaction, the receiving entity reflects the transferred assets and liabilities at the historical cost (carryover basis) of the parent/controlling shareholder, and any difference between proceeds transferred and the carrying amounts of the net assets received is recognized in equity (generally additional paid-in capital) rather than as goodwill. Accordingly, the Group’s goodwill balance is carried over as part of the historical accounts (including goodwill recognized through a pushdown accounting election, if applicable), and is not newly created solely as a result of a common-control reorganization.

Goodwill is not amortized and is tested for impairment in accordance with ASC 350. The Group performs an impairment assessment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Group has a single reporting unit, which is the level at which goodwill is evaluated. The Group first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If necessary, the Group proceeds to a quantitative impairment test, which estimates the fair value of the reporting unit using valuation techniques such as discounted cash flow or market-based approaches. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized. If not, no impairment is recorded.

For business combinations that occur during the reporting period, the Group discloses the acquisition-date fair value of the consideration transferred, the major classes of consideration and the amount of goodwill recognized

The Group did not recognize any goodwill impairment during the periods presented.

Revenue recognition

The Company follows ASC Topic 606, Revenue from Contracts with Customers, and all subsequent ASUs that modified ASC 606. The Company derives revenues principally from implementation and Optimization of Intelligent Algorithm Solutions and Intelligent Data Processing Software Solutions and revenue from contracts with customers is recognized using the following five steps:

1.      Identify the contract(s) with a customer;

2.      Identify the performance obligations in the contract;

3.      Determine the transaction price;

4.      Allocate the transaction price to the performance obligations in the contract; and

5.      Recognize revenue when (or as) the entity satisfies a performance obligation.

A contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services.

The unit of account for revenue recognition is a performance obligation (a good or service). A contract may contain one or more performance obligations. Performance obligations are accounted for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and the good or service is distinct in the context of the contract. Otherwise, performance obligations are combined with other promised goods or services until the Company identifies a bundle of goods or services that is distinct. Promises in contracts which do not result in the transfer of a good or service are not performance obligations, as well as those promises that are administrative in nature, or are immaterial in the context of the contract. The Company has addressed whether various goods and services promised to the customer represent distinct performance obligations. The Company applied the guidance of ASC Topic 606-10-25-19 through 22 in order to verify which promises should be assessed for classification as distinct performance obligations.

The transaction price is allocated to each performance obligation in the contract on the basis of the relative stand-alone selling prices of the promised goods or services. The individual standalone selling price of a good or service that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to goods and/or services with observable stand-alone selling price. A discount or variable consideration is allocated to one or more, but not all, of the performance obligations if it relates specifically to those performance obligations.

Transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised goods or services. The transaction price may be fixed or variable and is adjusted for time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Company does not receive a separate identifiable benefit from the customer. When consideration is variable, if applicable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved.

Interest Expense

Interest expense was $173,061 for fiscal 2025, compared to $282,666 for fiscal 2024, a decrease of $109,605, or 38.8%. The decrease in interest expenses was attributable to the full repayment of the bonds payable in 2025.

Net Income

As a result of the foregoing, our net income was $1,063,399 and $261,778 in fiscal 2025, and 2024 respectively.

Liquidity and Capital Resources

Our primary sources of liquidity consist of existing cash balances and cash flows from our operating activities. As of March 31, 2025, we had cash and cash equivalents of $447,412.

Currently, our primary uses of cash are for operations and capital expenditures. We believe that net cash generated from operating activities, cash on hand and available capital will be adequate to meet our liquidity and capital requirements for the next 12 months. We may, however, need additional cash resources in the future if we experience changes in business conditions or other developments, or if we find and wish to pursue opportunities for investment, acquisition, capital expenditure or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Working Capital

Our working capital improved by approximately $1.1 million, from a working capital deficit of $0.5 million as of March 31, 2024 to a working capital surplus of $0.6 million as of March 31, 2025. This improvement primarily reflected a substantial reduction in current liabilities, together with improved profitability during the fiscal year, partially offset by a decrease in current assets.

Current liabilities decreased by $4.2 million to $662,910 as of March 31, 2025 from $4.8 million as of March 31, 2024. The decrease was primarily attributable to the elimination of bonds payable and advances from customers, as well as reductions in accounts payable and other payables. The repayment of bonds payable and the recognition of customer advances as revenue upon satisfaction of the related performance obligations significantly reduced the Company’s short-term obligations and strengthened its liquidity position.

Current assets decreased by $3.0 million to $1.3 million as of March 31, 2025 from $4.3 million as of March 31, 2024, primarily due to the reduction of advances to suppliers to zero. This decrease mainly reflected the refund of the acquisition intention deposit and the utilization of prepaid service advances as the related services were rendered. While total current assets declined, the composition of current assets improved, as the Company’s current assets at March 31, 2025 consisted more of cash and accounts receivable generated from operations, rather than large advances to suppliers. Cash and cash equivalents increased by $375,026 to $447,412, and accounts receivable increased to $857,622, reflecting revenue growth during the fiscal year.

In addition, retained earnings increased by $1.1 million during the fiscal year, reflecting net income generated during the period, which further supported the improvement in the Company’s overall financial condition and working capital position.

Taken together, these changes indicate that the Company’s working capital position improved not only in amount but also in quality, as its balance sheet became less burdened by short-term debt and customer advances and less dependent on supplier prepayments. However, because accounts receivable increased during the period, the Company’s short-term liquidity will increasingly depend on the timely collection of receivables as its business continues to expand. Based on its cash on hand, expected cash flows from operations and improved balance sheet structure, the Company believes it will have sufficient liquidity to meet its anticipated working capital needs and capital expenditure requirements for at least the next 12 months.

Capital Needs

Our capital needs include our daily operating needs and capital needs to finance the development of our business. Our management believes it is necessary to enhance the collection of outstanding accounts receivable and to be cautious on operational decisions and project selection. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the recoverability of individual balances. Our management is confident in the collection of account receivables.

Cash Flow Analysis

Cash flows from operating activities

During the years ended March 31, 2025 and 2024, cash inflows from our operating activities were primarily derived from revenue generation and increases in certain operating liabilities, whereas cash outflows mainly related to movements in accounts receivable, advances to suppliers and accounts payable.

Our net cash generated from operating activities primarily reflected our net income, as adjusted for non-operating items and changes in working capital, including other receivables, advances to suppliers, accounts payable, salary and welfare payable, and tax payable.

For the year ended March 31, 2025, our net cash from operating activities was approximately $3.4 million, which primarily reflected our net income of approximately $1.1 million, adjusted by (i) increases in advances to suppliers of approximately $4.3 million; together with (ii) increases in taxes payable of approximately $0.1 million and salary and welfare payable of approximately $0.1 million; and offset by (iii) a decrease in accounts receivable of approximately $0.9 million; and (iv) a decrease in advances from customers of approximately $0.8 million.

For the year ended March 31, 2024, our net cash used in operating activities was approximately $3.1 million, which primarily reflected our net income of approximately $0.3 million, adjusted by (i) a decrease in advances to suppliers of approximately $4.2 million; together with (ii) a decrease in other payables of approximately $0.2 million; and offset by (iii) an increase in accounts payable of approximately $0.7 million; and (iv) an increase in interest payable of approximately $0.3 million.

Cash flows from financing activities

For the year ended March 31, 2025, our cash flows used in financing activities were approximately $3.1million, primarily consisting of repayments of bond payables of approximately $3.0 million.

For the year ended March 31, 2024, our cash flows provided by financing activities were approximately $3.0 million, primarily consisting of proceeds from bond payables of approximately $3.0 million.

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 unconsolidated entities 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 Contractual Obligations

The Company did not have significant commitments, long-term obligations, or guarantees as of March 31, 2025 and 2024.

Trend information

Other than as disclosed in this prospectus, we are not aware of any trends, uncertainties, demands, commitments or events for the current fiscal year that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital reserves, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenue and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenue and expenses incurred during the financial reporting period. The most significant estimates and assumptions include allowance for credit losses, estimated useful lives and impairment of long-live assets, and revenue recognition. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this prospectus reflect the more significant judgments and estimates used in preparation of our consolidated financial statements.

While our significant accounting policies are more fully described in note 2 of our consolidated financial statements included elsewhere in this prospectus, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements. The following are descriptions of our critical accounting policies and estimates. They should be read in conjunction with our consolidated financial statements and other disclosures included in this prospectus.

Basis of Consolidation

The CFS of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company balances, transactions and cash flows are eliminated in consolidation.

Use of estimates and assumptions

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Significant items subject to such estimates and assumptions include, but not limited to, allowance for credit losses, estimated useful lives and impairment of long-live assets, and revenue recognition. Actual results could differ from these estimates.

Accounts receivable, net

Accounts receivable are trade receivables from customers. The trade receivables are without customer collateral and interest is not accrued on past due accounts. The Company estimates the allowance for doubtful accounts receivable based on historical collection activity, current business environment and forecasts of future macroeconomic conditions that may affect the customers’ ability of payment according to ASC 326. The accounts receivable was segmented into groups based on certain credit risk characteristics, and the Company determined expected loss rates for each group based on historical loss experience adjusted for judgments about the effects of relevant observable data including default rates, lifetime for debt recovery, current and future economic conditions. No allowance was required as of March 31, 2025 and 2024.

Goodwill

Goodwill recognized by the Group originated from Merry HK’s election of pushdown accounting in connection with a change-in-control event. Upon a change in control (including control obtained by an individual), an acquiree may elect to apply pushdown accounting in its separate financial statements. The decision to apply pushdown accounting is made in the reporting period in which the change-in-control event occurs, and once applied, the election is irrevocable.

For transfers of net assets or exchanges of equity interests among entities under common control, the Group applies the guidance in ASC 805-50. In a common-control transaction, the receiving entity reflects the transferred assets and liabilities at the historical cost (carryover basis) of the parent/controlling shareholder, and any difference between proceeds transferred and the carrying amounts of the net assets received is recognized in equity (generally additional paid-in capital) rather than as goodwill. Accordingly, the Group’s goodwill balance is carried over as part of the historical accounts (including goodwill recognized through a pushdown accounting election, if applicable), and is not newly created solely as a result of a common-control reorganization.

Goodwill is not amortized and is tested for impairment in accordance with ASC 350. The Group performs an impairment assessment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. The Group has a single reporting unit, which is the level at which goodwill is evaluated. The Group first performs a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If necessary, the Group proceeds to a quantitative impairment test, which estimates the fair value of the reporting unit using valuation techniques such as discounted cash flow or market-based approaches. If the carrying amount exceeds the estimated fair value, an impairment loss is recognized. If not, no impairment is recorded.

For business combinations that occur during the reporting period, the Group discloses the acquisition-date fair value of the consideration transferred, the major classes of consideration and the amount of goodwill recognized

The Group did not recognize any goodwill impairment during the periods presented.

Revenue Recognition

The Company follows ASC Topic 606, Revenue from Contracts with Customers, and all subsequent ASUs that modified ASC 606. The Company derives revenues principally from implementation and Optimization of Intelligent Algorithm Solutions and Intelligent Data Processing Software Solutions and revenue from contracts with customers is recognized using the following five steps:

1.      Identify the contract(s) with a customer;

2.      Identify the performance obligations in the contract;

3.      Determine the transaction price;

4.      Allocate the transaction price to the performance obligations in the contract; and

5.      Recognize revenue when (or as) the entity satisfies a performance obligation.

A contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services.

The unit of account for revenue recognition is a performance obligation (a good or service). A contract may contain one or more performance obligations. Performance obligations are accounted for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and the good or service is distinct in the context of the contract. Otherwise, performance obligations are combined with other promised goods or services until the Company identifies a bundle of goods or services that is distinct. Promises in contracts which do not result in the transfer of a good or service are not performance obligations, as well as those promises that are administrative in nature, or are immaterial in the context of the contract. The Company has addressed whether various goods and services promised to the customer represent distinct performance obligations. The Company applied the guidance of ASC Topic 606-10-25-19 through 22 in order to verify which promises should be assessed for classification as distinct performance obligations.

The transaction price is allocated to each performance obligation in the contract on the basis of the relative stand-alone selling prices of the promised goods or services. The individual standalone selling price of a good or service that has not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on the residual portion of the transaction price after allocating the transaction price to goods and/or services with observable stand-alone selling price. A discount or variable consideration is allocated to one or more, but not all, of the performance obligations if it relates specifically to those performance obligations.

Transaction price is the amount of consideration in the contract to which the Company expects to be entitled in exchange for transferring the promised goods or services. The transaction price may be fixed or variable and is adjusted for time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Company does not receive a separate identifiable benefit from the customer. When consideration is variable, if applicable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved.

Revenue may be recognized at a point in time or over time following the satisfaction of the performance obligations. If a performance obligation is satisfied over time, revenue is recognized based on the percentage of completion reflecting the progress towards complete satisfaction of that performance obligation. Typically, performance obligation for products where the process is described as below, the performance obligation is satisfied at point in time.

The Company currently generates its revenues from the following main sources:

a.      Implementation and Optimization of Intelligent Algorithm Solutions and Intelligent Data Processing Software Solutions

Revenue from intelligent algorithm service solutions primarily consists of customized software development and data-driven technology solutions. The company provide comprehensive and technologically advanced solution to optimize clients’ algorithms that are designed to optimize business performance while managing risk effectively. The customized implementation and optimization of intelligent algorithm solutions enable clients to efficiently manage and analyze large and varied databases, supporting business decision-making, dividing clients’ requirements into manageable sets of operational instructions to ensure prompt and structured processing according to predefined client standards and schedules; overseeing and managing risks in clients’ operations, and relaying information back to their internal systems for additional governance measures; generating reports and suggestions for potential improvements in client operations using intelligent algorithms and established performance metrics to foster ongoing advancements; as well as creating information exchange and transformation hubs to link diverse client systems.

The customized services enable clients to efficiently manage and analyze large and varied databases, supporting business decision-making. The intelligent data processing solutions encompass the handling, labeling, filtering, and merging of extensive data collections; establishing secure access and linkage controls for clients’ systems to retrieve the refined data repository; generating reports and suggestions for potential improvements in client operations using intelligent algorithms and established performance metrics to foster ongoing advancements.

The Company enters into service agreements with customers that define the technical specifications, development scope, service milestones, and pricing terms. The Company’s contracts for intelligent algorithm service solutions typically include the delivery of multiple software modules. In identifying performance obligations, the Company first evaluates the promised goods or services under ASC 606-10-25-16 through 18. Each software module, as defined by the technical specifications in the contract, represents a promise to transfer a developed asset or good to the customer. According to ASC 606-10-25-14 and 15, the Company identifies each module as a distinct performance obligation. Each module satisfies the capable of being distinct criterion because the customer can benefit from its specific functionality on its own. Furthermore, applying the factors in ASC 606-10-25-19 through 22, the Company concludes that the promises are separately identifiable within the context of the contract. Specifically, the Company does not provide a significant integration service, nor do the modules significantly modify each other. Each module is specified, delivered, and accepted independently via a formal settlement report, signifying the transfer of control.

The fixed transaction price for the identified performance obligations based on the software modules is explicitly stated in the contract with no discounts, refunds, penalties, or other similar items. Accordingly, the Company determines that its contracts do not contain variable consideration, and there are no significant estimates involved in determining the transaction price. The Company’s payment terms generally require settlement within 90 days of customer acceptance.

Revenue is recognized for each performance obligation at a point in time when the related software module or functional component is delivered and accepted by the customer, which is evidenced by the completion of contractual testing procedures and the issuance of a customer acceptance or testing confirmation.

Control of each performance obligation is transferred to the customer upon acceptance, at which point the customer obtains the ability to use the delivered module or component and derives the benefits from it. Accordingly, the Company does not recognize revenue over time for these arrangements. For the years ended March 31, 2025 and 2024, total revenues were $4,670,554 and $1,987,130, respectively. All of the revenues were derived from a single revenue stream, which is intelligent algorithm service solutions.

Contract balance

A contract asset is recognized when we have a contractual right to consideration for both completed and partially completed performance obligations that have not yet been invoiced. There was no outstanding balance in contract assets as of March 31, 2025 and 2024.

A contract liability is recognized when we have received customer payments in advance of our satisfaction of a performance obligation under a contract that is cancellable. There was no outstanding balance in contract liabilities as of March 31, 2025 and 2024.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This update enhances the requirements for reportable segment disclosures by mandating the disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included in each segment’s reported profit or loss measure. Additionally, the ASU requires disclosure of the CODM’s title and role, along with a description of how the CODM utilizes the reported segment profit or loss measures to evaluate segment performance and make resource allocation decisions. The ASU is effective for annual reporting periods beginning after December 15, 2023, and for interim periods within fiscal years starting after December 15, 2024. Its adoption must be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU on March 31, 2024, and the adoption did not have a material effect on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. This ASU is currently not expected to have a material impact on the Company’s consolidated financial statements.

OUR INDUSTRY

We have commissioned Frost & Sullivan Limited (“Frost & Sullivan”) to perform an industry analysis on intelligent algorithm solutions business in Hong Kong. All the information and data presented in this section come from Frost & Sullivan’s industry report commissioned by us entitled “Intelligent Algorithm Market Research” (the “Frost & Sullivan Report”) unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The discussion in this section is based on the Frost & Sullivan Report. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

Definition of Software Development Services

Software development services in Hong Kong refer to professional services involving the design, creation, testing, deployment, and maintenance of software applications, systems, or platforms tailored to meet specific business or user needs. These services encompass a range of activities, including:

•        Custom Software Development:    Building bespoke software solutions to address unique business requirements, such as enterprise resource planning (ERP) systems, customer relationship management (CRM) tools, or specialized applications.

•        Mobile App Development:    Creating applications for mobile devices, including iOS and Android platforms, for purposes like e-commerce, fintech, or user engagement.

•        Web Development:    Designing and developing websites or web-based applications, including front-end, back-end, and full-stack development.

•        Software Consulting:    Providing expert advice on software architecture, technology selection, and digital transformation strategies to optimize business processes.

•        System Integration:    Ensuring new software integrates seamlessly with existing systems, databases, or third-party services.

•        Maintenance and Support:    Offering ongoing updates, bug fixes, and technical support to ensure software remains functional and up-to-date.

•        Cloud-Based Solutions:    Developing software hosted on cloud platforms, such as SaaS (Software as a Service) applications, leveraging providers like AWS, Azure, or Google Cloud.

•        Advanced Technology Software Development:    Creation, deployment, and maintenance of software solutions that leverage cutting-edge technologies such as artificial intelligence (AI), machine learning (ML), big data analytics, blockchain, or Internet of Things (IoT). These services focus on delivering innovative, scalable, and high-performance applications tailored to complex business needs, often in industries like fintech, healthcare, and digital marketing, with an emphasis on automation, data-driven insights.

The Intelligent Algorithm Solutions is classified under Advanced Technology Software Development, specifically as a niche within AI-Driven Software Development Services, due to its reliance on advanced algorithms, AutoML, big data analytics, and automation to deliver tailored, high-performance solutions for industries like finance, software technology, and digital marketing. The Intelligent Algorithm Solutions falls within Advanced Technology Software Development as it leverages cutting-edge technologies such as AI, machine learning, and big data analytics to create sophisticated, scalable, and automated software solutions tailored to complex business needs in Hong Kong’s dynamic market. Unlike general software development, it focuses on intelligent systems that optimize processes, such as algorithmic trading for hedge funds or real-time data analytics for digital marketing, aligning with Hong Kong’s demand for data-driven innovation.

Value Chain Analysis of Software Development Services

The software development value chain in Hong Kong encompasses a series of interconnected stages that create and deliver software solutions. It begins with research and consulting, identifying client needs and advising on technology and compliance. Next, design and planning define requirements and system architectures. The core stage, development and implementation, involves coding, testing, and building solutions, followed by deployment and integration, where software is launched and integrated with existing systems or platforms. Maintenance and support ensure ongoing reliability through updates and technical assistance. Finally, optimization and scaling enhance performance and scalability, often using advanced technologies like AI and big data analytics, to meet evolving demands in the market.

Source: Frost & Sullivan

Market Positioning of Intelligent Algorithm Solutions in Software Development Services

The Intelligent Algorithm Solutions occupies a specialized, high-value position in Hong Kong’s software development value chain, primarily within development and implementation, deployment and integration, and optimization and scaling stages. It delivers AI-driven solutions, including Intelligent Algorithmic Trading Software and Intelligent Data Processing Software for analytics, tailored for various sectors. The service leads in building and deploying scalable, automated systems using AutoML and big data analytics. It supports research and consulting by advising on AI technologies, contributes to design and planning with system architectures, and aids maintenance and support through updates and model tuning. By addressing complex needs of institutional clients and investors, it drives efficiency, compliance, and digital transformation in Hong Kong’s tech ecosystem.

Market Size of Software Development Service in Hong Kong

The software development services market in Hong Kong expanded from HK$6,849.0 million in 2020 to HK$8,613.0 million in 2024, achieving a CAGR of about 5.9%. Growth is fueled by increasing adoption of tailored IT solutions by SMEs, growing demand for cloud computing, and the rising importance of cybersecurity. Driven by strong demand for digitalization and technological progress, the market is projected to grow at a CAGR of 6.0% from 2025 to 2029, reaching HK$11,494.0 million by 2029.

Source: Frost & Sullivan

MARKET OVERVIEW OF INTELLIGENT ALGORITHM SOLUTIONS

Definition of Intelligent Algorithm Solutions

Intelligent algorithmic solutions refer to customized, technology-driven software systems and services that leverage advanced algorithms, data processing, and analytical models to solve complex business problems, drive digital transformation, and deliver measurable operational value across industries such as investment, digital marketing, finance, logistics, healthcare, and supply chain. Intelligent algorithmic solutions are end-to-end, tailor-made platforms that combine big-data engineering, algorithmic intelligence, automation, risk governance, and predictive/prescriptive analytics to help organizations efficiently manage vast data volumes, reduce operational risks, enhance decision-making, and achieve continuous performance improvement through data-driven intelligence. The integrated capabilities are as follows:

•        Advanced data handling and preparation:    Ingesting, cleansing, tagging, integrating, and normalizing massive and heterogeneous datasets to create high-quality, analysis-ready data foundations.

•        Secure and efficient data access:    Providing controlled, API-based connection points and authorization mechanisms that enable client systems to securely interact with processed databases while maintaining compliance and privacy.

•        Optimized query and process execution:    Intelligently decomposing complex processing requirements into scheduled, prioritized, and resource-efficient batches of executable commands according to client-defined rules and timelines.

•        Real-time monitoring and risk management:    Continuously supervising business activities, transactions, and patterns using algorithmic rules to detect anomalies, enforce risk controls, and automatically feed alerts or actions back into the client’s internal systems.

•        Insightful reporting and prescriptive optimization:    Generating performance reports against pre-defined KPIs, applying intelligent algorithms to identify inefficiencies or opportunities, and delivering actionable recommendations for process and strategy improvements.

•        System interoperability:    Building robust data conversion and integration bridges between disparate client systems to ensure seamless end-to-end data flow in hybrid or multi-vendor environments.

Intelligent algorithmic solutions could be further categorized into (i) Intelligent Algorithm Solutions Implementation and Optimization and (ii) Intelligent Data Processing Software Development.

Applications of Intelligent Algorithm Solutions

Investment:    In the investment sector, intelligent algorithmic solutions refer to custom-built, high-performance algorithmic trading and execution systems designed for institutional and individual investors, and their technology providers. These solutions automate the execution of complex trading strategies, such as VWAP, TWAP, smart order routing, statistical arbitrage, or portfolio rebalancing, while minimizing market impact, slippage, and transaction costs. They incorporate real-time pre- and post-trade risk controls, including position limits, volatility triggers, P&L stops, advanced transaction cost analysis (TCA), and continuous self-optimization through machine learning or reinforcement learning. Secure FIX/API connectivity to brokers and exchanges, seamless integration with order and execution management systems (OMS/EMS), and detailed performance feedback loops ensure the algorithms evolve with market conditions and client objectives.

Digital Marketing:    For digital marketing, intelligent algorithmic solutions are comprehensive data processing and activation platforms that transform massive, raw user and campaign data into precise, actionable marketing intelligence. These platforms perform large-scale data cleansing, enrichment, and integration, then apply clustering and similarity analysis for user segmentation and profiling. Decision-tree-based propensity models predict purchasing or engagement likelihood, while recommendation engines deliver personalized ads, content, or offers in real time. Built-in A/B testing frameworks, multi-touch attribution models, and campaign performance dashboards track KPIs such as CTR, conversion rate, ROAS, and LTV. The system continuously generates optimization recommendations and automatically adjusts targeting rules to maximize return on ad spend.

Finance (non-investment):    Within broader financial services, namely banking, payments, lending and insurance, intelligent algorithmic solutions focus on risk, compliance, and operational efficiency. They power real-time fraud detection, credit scoring, anti-money laundering (AML) monitoring, and regulatory compliance through adaptive anomaly detection, behavioral profiling, and dynamic rule engines. Transactions are scored instantly, suspicious patterns trigger alerts or automated holds, and feedback is sent to internal case management and reporting systems. These solutions also automate KYC/KYT processes, predict loan default or insurance claim risk, and generate required regulatory reports while maintaining full auditability and explainability for regulators.

Logistics:    In logistics, intelligent algorithmic solutions revolve around route optimization, fleet management, dynamic pricing, and predictive operations. By combining real-time traffic, weather, and order data with historical patterns, the algorithms generate optimal delivery routes, consolidate loads, and calculate accurate ETAs while respecting constraints, including vehicle capacity, driver hours and time windows. Predictive models forecast demand surges or delays, trigger automatic re-routing, and send risk alerts, such as temperature excursions in cold-chain transport. Continuous learning from actual outcomes reduces fuel consumption, late deliveries, and operational costs across last-mile, long-haul, or multimodal.

Healthcare:    In healthcare, intelligent algorithmic solutions support clinical, operational, and financial decision-making through patient risk stratification, predictive analytics, and resource optimization. Examples include early-warning systems for sepsis or deterioration using streaming vital signs and lab results, readmission risk scoring, diagnostic decision support, automated prior-authorization engines, and predictive bed/staff scheduling models. Claims denial prediction and revenue-cycle optimization are also common applications. All solutions are developed with strict data governance, model explainability, and full compliance with HIPAA, GDPR, or local regulations to ensure both patient safety and regulatory adherence.

Supply Chain:    For supply chain management, intelligent algorithmic solutions deliver end-to-end visibility and optimization through advanced demand sensing, multi-echelon inventory planning, and disruption management. Probabilistic forecasting models, dynamic safety-stock calculations, and constraint-based optimization minimize stock-outs and excess inventory while reducing working capital. Real-time monitoring detects supplier delays, port congestion, or material shortages and automatically proposes mitigation actions, such as alternative sourcing, expediting, allocation changes. Integration bridges connect ERP, WMS, and TMS systems, feeding optimization insights and risk alerts back into planning and procurement processes for resilient, cost-efficient global supply chains.

Definition of Intelligent Algorithm Solutions Implementation and Optimization

Intelligent Algorithm Solutions Implementation and Optimization refer to a specialized, high-performance service focused on the design, customization, implementation, and continuous optimization of advanced trading and execution algorithms primarily for the investment sector. These solutions are normally demanded by software developers, system

integrators, institutional and individual investors. This service delivers institutional-grade, customizable algorithmic trading infrastructure that combines low-latency execution, intelligent risk governance, and continuous performance enhancement through data-driven optimization. Core components and capabilities include:

•        Development and deployment of sophisticated trading algorithms that maximize execution performance (speed, cost, market impact) while rigorously controlling risk.

•        Translation of complex client trading strategies and requirements into structured, efficient sets of operational instructions and automated workflows executed according to predefined rules, priorities, and schedules.

•        Real-time and historical monitoring of trading activities, transactions, and market behavior with intelligent risk detection (e.g., excessive exposure, abnormal order patterns, slippage thresholds), automatically feeding alerts and control signals back into clients’ internal risk and compliance systems.

•        Generation of advanced performance reports and algorithmic insights using predefined KPIs, combined with prescriptive recommendations for strategy refinement and ongoing optimization.

•        Building secure, high-throughput data exchange and transformation hubs that connect disparate client systems (order management systems, execution management systems, risk platforms, compliance tools, etc.) to ensure seamless end-to-end automation.

Definition of Intelligent Data Processing Software Development

Intelligent Data Processing Software Development refers to a comprehensive software development and integration service centered on building scalable, intelligent data processing platforms tailored primarily for digital marketing companies and other data-intensive sectors. The focus is on transforming raw, heterogeneous, and massive datasets into clean, actionable intelligence that powers user understanding, personalized marketing, and measurable campaign performance. This service provides custom-built, intelligent data processing and activation platforms that enable digital marketing organizations to turn vast and messy data into precise user insights, highly effective personalized campaigns, and continuously improving ROI through algorithmic intelligence. Core components and capabilities include:

•        End-to-end data pipeline development:    ingestion, tagging/labeling, cleansing, deduplication, normalization, and integration of large-scale, multi-source datasets (user activity logs, transaction records, third-party data, etc.).Secure access and connection layer: implementation of authorization controls, APIs, and data connectors enabling client systems to safely and efficiently query and retrieve the processed, enriched data repository.

•        Intelligent user behavior profiling:    application of clustering, similarity analysis, and descriptive tagging techniques to segment audiences and generate rich behavioral profiles.

•        Targeted marketing and personalization engines:    development of decision-tree-based propensity models, look-alike modeling, and prediction systems to forecast purchasing or engagement likelihood and drive precision advertising.

•        Campaign performance measurement frameworks:    design and integration of A/B testing infrastructure, attribution modeling, and real-time dashboards to quantify marketing effectiveness and optimize budget allocation.

•        Content recommendation systems:    construction of user profiles from demographic, behavioral, and curated data; optimization of recommendation algorithms; and support for multi-scenario delivery (product, news, video, etc.) across web, mobile, and other channels.

•        Reporting and enhancement feedback loops:    automated generation of performance reports against KPIs with algorithmic suggestions for campaign adjustments, audience refinement, and process improvements.

Market Size of Intelligent Algorithm Solutions in Hong Kong

Intelligent algorithm services is a subset of software development services in Hong Kong. The market size of intelligent algorithm solutions increased from USD868.0 million in 2020 to USD1,347.6 million in 2024, representing a CAGR of 11.6%, driven by robust government support through the Fintech 2025 strategy, digital marketing and e-commerce expansion, logistics and supply chain resilience, and healthcare and aging population needs.

Together the technological advancements, including cross-border AI applications, the continued digital transformation would serve as the driver to the use of algorithm services. The market size of intelligent algorithm solutions is expected to reach USD2,264.4 million in 2029, at a CAGR of 11.0% from 2025 to 2029.

Source: Frost & Sullivan

Market Size of Intelligent Algorithm Solutions Implementation and Optimization in Hong Kong

The market size of intelligent algorithm solutions implementation and optimization in Hong Kong increased form USD496.6 million in in 2020 to USD815.5 million in 2024, at a CAGR of 13.2% from 2020 to 2024. The market for Intelligent Algorithm Solutions Implementation and Optimization in Hong Kong is rapidly expanding due to the HKMA’s “Fintech 2030” strategy, which aggressively promotes AI, data infrastructure, and tokenization through funding, sandboxes, and talent programs. High trading volumes on HKEx, rising institutional demand for low-latency execution, and advanced connectivity via Stock Connect and FIX/API ecosystems fuel adoption of sophisticated trading algorithms. The market size of intelligent algorithm solutions implementation and optimization in Hong Kong in is expected to expand at a CAGR of 12.6% from 2025 to 2029, reaching USD1,472.2 million in 2029.

Source: Frost & Sullivan

Market Size of Intelligent Data Processing Software Development in Hong Kong

Market size of intelligent data processing software development in Hong Kong recorded the growth from USD371.4 million in 2020 to USD532.1 million in 2024, at a CAGR of 9.4%. The market is surging due to government-backed initiatives like the Smart Blueprint 2.0 and Fintech 2025 strategy, which allocate billions for AI, big data, and cloud infrastructure to accelerate digital transformation across sectors. Explosive e-commerce and social media growth drives demand for advanced user profiling, recommendation engines, and campaign optimization tools amid trends like AI-driven personalization and live-stream shopping. The Greater Bay Area integration and data center expansion further enable scalable processing for SMEs, as businesses prioritize efficiency, ROI, and omnichannel strategies. Market size of intelligent data processing software development in Hong Kong is expected to grow from USD575.7 million in 2025 to USD792.2 million in 2029, at a CAGR of 8.3%.

Source: Frost & Sullivan

Market Drivers and Trends of Intelligent Algorithmic Solutions Implementation and Optimization

1.      Integration of AI in Elevating Trading Performance and Scalability

The integration of artificial intelligence and machine learning is a pivotal driver accelerating demand for Intelligent Algorithm Solutions Implementation and Optimization in Hong Kong. Institutional traders and proprietary firms increasingly rely on AI-enhanced algorithms that incorporate predictive modeling, reinforcement learning, and alternative data, such as news sentiment, satellite imagery, order-book dynamics, to achieve superior alpha generation, sub-millisecond price forecasting, and adaptive strategy execution. These advanced systems dynamically optimize smart order routing, minimize slippage and market impact, and deliver documented improvements of 20 – 30% in execution quality and 10 – 20% reductions in transaction costs. Equally important, embedded AI enables real-time risk monitoring, automated compliance checks, and self-correcting mechanisms that align with SFC/HKMA requirements. As a result, financial institutions in Hong Kong are rapidly scaling investments in custom AI-driven algorithm development and continuous optimization services to maintain competitive edge in one of Asia’s most liquid and volatile markets.

2.      Rapid Expansion of Algo-sharing Marketplaces

The emergence of collaborative algo-sharing ecosystems and open innovation platforms is rapidly transforming the landscape for Intelligent Algorithm Solutions Implementation and Optimization in Hong Kong. Local fintech hubs, such as ALGOGENE and the SFC’s Algorithmic Trading Platform, enable developers, quant firms, and institutional traders to co-create, benchmark, and monetize advanced strategies, including AI-enhanced VWAP, momentum, and multi-asset models, through secure, cloud-based interfaces with integrated backtesting, sentiment analysis, and real-time performance analytics. These marketplaces lower development costs, accelerate strategy deployment across HKEx’s high-volume equity and derivatives markets, and foster cross-border collaboration via Greater Bay Area linkages. By democratizing access to institutional-grade tools while maintaining rigorous compliance standards, this ecosystem significantly expands the pipeline for custom implementation and optimization services, positioning Hong Kong as Asia’s premier destination for collaborative algorithmic trading innovation.

2.      Client Relationship Management

Building trust-based, long-term relationships with institutional clients such as hedge funds, asset managers, and digital marketing agencies, as well as retail investors, poses a barrier in Hong Kong’s competitive fintech ecosystem. Established providers benefit from entrenched networks and proven solutions that deliver scalable, compliant tools for complex trading scenarios or data-driven marketing. New entrants must overcome high client switching costs, as existing platforms offer seamless integration with real-time monitoring and ecosystem compatibility, while majority of firms prioritize proven compliance. New entrants without localized expertise and demonstrated project return of investment find it difficult to penetrate.

3.      Brand Awareness

Establishing brand recognition in Intelligent Algorithm Solutions market in Hong Kong is a challenge for new entrants lacking a reputation for reliability and performance. Clients prioritize trusted providers with accolades, especially for handling sensitive financial data or high-stakes trading. Building awareness requires substantial investment in marketing, thought leadership, and track record in project delivery.

OUR BUSINESS

Overview

We are a Hong Kong-based software service provider specializing in the implementation and optimization of intelligent algorithmic solutions. We deliver customized software services tailored for clients in software development and integration for investment and digital marketing sectors. Our software utilizes a shared underlying technology to serve distinct upper-level applications in digital marketing and financial investment, leveraging data analytics for different optimization goals.

Our solutions for the investment sector are tailored for software developers specialized for financial market participants and service providers that engage in activities such as quantitative research, and performance evaluation, trade execution analysis, and risk monitoring and controls. Our software fits into these workflows by processing large-scale and, in certain cases, high-frequency datasets, for smart, optimized trade execution results analysis, and conducting KPI-based performance analysis to measure how successful the transactions are, and utilizing algorithm to uncover complex, non-linear patterns within massive historical datasets to optimize multi-factor models, with outputs that can be integrated into clients’ internal systems and reporting tools.

Our solutions for the digital marketing sector are tailored for market participants that are involved in activities such as audience/user profiling, targeted marketing, campaign optimization, and marketing performance measurement and reporting across digital channels. Our software fits into these practices by ingesting and analyzing multi-source user and campaign data (including user demographics, behavioral patterns and potential consumer intent), supporting user behavior profiling and targeting strategies, and providing A/B testing and KPI-based measurement outputs to help clients optimize conversion and allocate marketing resources.

Drawing on our extensive experience in implementing and optimizing clients’ algorithmic models, we provide innovative solutions that facilitate digital transformation, enhance operational efficiency, enable robust risk monitoring and controls, and support advanced analytical reporting. Our approach emphasizes data governance, modeling, and analytics, utilizing practical methodologies and established technologies to achieve complex business objectives. At the core of our business are customized implementation and optimization services that empower clients to efficiently manage and analyze large and varied databases, thereby supporting informed business decision-making. These services encompass a comprehensive suite of capabilities, including:

•        Data processing, tagging, cleansing, and integration of massive datasets:    We provide implementation and optimization solutions to handle the ingestion and refinement of vast amounts of data from diverse sources, ensuring accuracy, consistency, and usability. This involves applying techniques to detect anomalies, remove duplicates, and perform normalization, binning, and extraction to prepare data for advanced analysis.

•        Providing authorization and connections management points for the client’s system to access the processed database:    Our solutions include secure access controls and API integrations that allow seamless connectivity for use by client systems and the refined databases, ensuring data security, compliance with privacy standards, and efficient retrieval.

•        Breaking down clients’ processing queries into executable batches of processing commands to facilitate timely and orderly execution based on clients’ pre-defined criteria and time frames:    Our solutions are designed to decompose complex queries into manageable, sequenced batches, optimizing for performance and adherence to client-specified rules, such as priority levels, scheduling, and resource allocation, to minimize delays and maximize throughput.

•        Monitoring and risk control of client’s business activities, and feed back to client’s own systems for execution of further internal control policies:    Through real-time or scheduled monitoring tools and configurable risk strategies, our solutions assist clients to track their own business activities, alerting on anomalies triggered by risk control criteria pre-defined by clients. This feedback loop integrates with client’s internal systems to trigger automated controls and reduces operational risks.

•        Reporting and providing feedback on possible enhancements to client’s activities based on intelligent algorithms and pre-defined KPIs for future improvements:    Our solutions generate insightful reports that analyze performance against key performance indicators, leveraging algorithmic insights to recommend optimizations. This includes suggestions for process refinements, efficiency gains, and strategic enhancements to drive continuous improvement.

•        Connections and data conversion points between client’s various systems:    Our services facilitate interoperability by establishing data conversion and bridging mechanisms across disparate client systems and enabling smooth data flow in hybrid environments.

Our commitment to client-centric innovation ensures that our services are highly customizable, compatible with mainstream ecosystems, and optimized for specific needs, such as improving conversion rates in marketing or enhancing data-driven decision-making. We assist clients to implement and optimize their intelligent algorithm models based on proven techniques and scalable infrastructure, thereby helping clients to achieve measurable business impacts, including increased operational resilience, better resource allocation, and unlocked growth opportunities in dynamic market landscapes.

Our Corporate History and Structure

Our business was initially conducted through Merry International Technical Services (Hong Kong) Limited, which was incorporated on August 17, 2018 and acquired by Mr. Chi Chung Tang in 2022. In preparation for our initial public offering and to establish an offshore holding company structure, we commenced a series of corporate reorganizations beginning in late 2024.

On November 26, 2024, Mr. Tang and Mr. Lam Sin Hang each established their respective British Virgin Islands holding companies, being Top Future Enterprises Ltd. and Arm Global Ventures Ltd., to serve as their investment vehicles for the reorganization. On February 10, 2025, Gold Stone Technical Inc. was incorporated in the Cayman Islands, with 96% of its shares issued to Top Future Enterprises Ltd. and 4% to Arm Global Ventures Ltd. Gold Stone Technical Inc. was designated to become the listing vehicle of our group.

On February 21, 2025, Gold Stone Technical Inc. incorporated Alpha Tech Innovations Ltd., a wholly-owned subsidiary in the British Virgin Islands, to function as the intermediate offshore holding entity. Following its establishment, Alpha Tech Innovations Ltd. became the sole shareholder of Merry International Technical Services (Hong Kong) Limited. As a result of this restructuring, Merry International Technical Services (Hong Kong) Limited became an indirect wholly-owned subsidiary of Gold Stone Technical Inc.

Upon completion of the reorganization, Mr. Tang, Mr. Lam, and certain other shareholders hold their respective ownership interests in our group through Top Future Enterprises Ltd. and Arm Global Ventures Ltd., and our post-reorganization corporate structure consists of Gold Stone Technical Inc. as the ultimate parent company, Alpha Tech Innovations Ltd. as its intermediate offshore holding subsidiary, and Merry International Technical Services (Hong Kong) Limited as our operating entity.

This reorganization was undertaken to establish a clear offshore shareholding structure and to prepare our group for the proposed initial public offering.

On April 27, 2026, the Company issued to its existing shareholders, and the existing shareholders subscribed from the Company on a pro rata basis at a price of par value US$0.0001 per share, an aggregate of 20,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares. The Additional Subscriptions were allocated in proportion to then-existing shareholdings of the existing shareholders and did not result in any change in the shareholding ownership percentages of the existing shareholders nor a change of control of the Company. As of the date of this, the Company’s corporate structure is as follow:

Our Products and Services

We focus on delivering an integrated intelligent algorithm service solution to our clients. Our solution typically includes two key functional components: (1) implementation and optimization of intelligent algorithm solutions and (2) intelligent data processing solutions.

Implementation and Optimization of Intelligent Algorithm Solutions

We leverage our expertise to implement and optimize intelligent algorithm solutions. Our customers include software developers and software integrator serving clients in the investment sector, including institutional investors and high-net-worth investors. We provide comprehensive and technologically advanced solution to optimize clients’ algorithms that are designed to optimize business performance while managing risk effectively. Our customized implementation and optimization of intelligent algorithm solutions enable clients to efficiently manage and analyze large and varied databases, supporting business decision-making, dividing clients’ requirements into manageable sets of operational instructions to ensure prompt and structured processing according to predefined client standards and schedules; overseeing and managing risks in clients’ operations, and relaying information back to their internal systems for additional governance measures; generating reports and suggestions for potential improvements in client operations using intelligent algorithms and established performance metrics to foster ongoing advancements; as well as creating information exchange and transformation hubs to link diverse client systems.

Our algorithmic implementation is a high-frequency, end-to-end pipeline designed to transform raw, multi-source data into real-time actionable intelligence. We achieve efficiency through strategic data engineering, model optimization, and parallel execution. Our implementation follows a structured four-stage process:

Unified Data Ingestion: We integrate heterogeneous data through a universal feature pipeline. This standardizes raw inputs into algorithm-ready formats, such as time-series features, cross-features, and vectorized representations.

•        Predictive Modeling:    Using historical data, we train base models to forecast critical indicators like conversion rates, price fluctuations, and liquidity.

•        Strategy & Decision Engine:    Model outputs are fed into a decision engine that decomposes objectives. By combining predefined rules with optimization algorithms, the engine generates specific action commands for the execution layer.

•        A/B Testing & Evaluation:    Multiple algorithmic versions run in parallel with real-time traffic splitting. We use statistical testing to identify and promote the winning version.

To achieve millisecond-level decision-making and reduce computational overhead, we employ the following optimization methods:

•        Model Compression & Quantization:    We simplify and quantize trained models to ensure they are lean enough for deployment in timing conservative calculation engines.

•        Parallel Execution Paths:    We restructure linear computational models into parallel execution branches. This allows us to utilize parallel processing power to compress the time required for complex predictions.

•        Instruction Cycle Optimization:    We design models specifically tailored to hardware characteristics to minimize the required CPU/GPU clock cycles.

•        Pre-computation & Look-up Tables:    By utilizing pre-calculated data and generation tables, we bypass repetitive, resource-heavy calculations during live inference.

Intelligent Data Processing Software Solutions

Our customized services enable clients to efficiently manage and analyze large and varied databases, supporting business decision-making. Our intelligent data processing solutions encompass the handling, labeling, filtering, and merging of extensive data collections; establishing secure access and linkage controls for clients’ systems to retrieve the refined data repository; generating reports and suggestions for potential improvements in client operations using intelligent algorithms and established performance metrics to foster ongoing advancements.

Digital marketing.    Our application provides user behavior profiling, targeted marketing strategies, and campaign performance measurement. User behavior profiling employs clustering and similarity analysis techniques to segment users and build descriptive tags. Targeted marketing strategies use decision tree models to estimate user purchasing tendencies, enabling more focused advertising and promotional efforts. Our campaign performance measurement supports A/B testing frameworks to evaluate marketing effectiveness and assist in resource allocation decisions.

Content recommendation.    Our application provides user profile construction, recommendation optimization, and multi-scenario support. User profile construction combines basic user demographics, behavioral data (such as click and session duration), and manually curated labels to form user profiles. Recommendation optimization analyzes user actions and preferences to deliver relevant suggestions. Multi-scenario support provides product recommendations, news updates, and video content ranking across different platforms.

Our Customers and Suppliers

Our customers include corporate customers and individuals. We deliver customized software services tailored for clients in software development and integration for investment and digital marketing sectors. For the period between April 2023 and March 2024, (i) the combined revenues of our top ten customers, consisting of 4 institutions and 6 individuals, contributed to 99.0% of our total revenues; and (ii) the combined revenues of our top 4 customers, which are in the businesses of software development, digital marketing and securities, contributed to 93.5% of our revenues. For the period between April 2024 and

March 2025 (i) the combined revenues of our top ten customers, consisting of 4 institutions and 6 individuals, contributed to 98.9% of our total revenues; and (ii) the combined revenues of our top 4 customers, which are in the software development business and securities business, contributed to 74.4% of our total revenues.

Corporate customers constitute the primary source of our revenues. For the fiscal year ended March 31, 2024, revenues from corporate customers amounted to US$1,858,811, representing 93.5% of our total revenues, while revenues from high-net-worth individuals were US$128,319, accounting for 6.5%. For the fiscal year ended March 31, 2025, our revenues from corporate customers increased to US$3,475,424; however, as a percentage of total revenues, it decreased to 74.4%. Concurrently, revenues from high-net-worth individuals experienced significant growth, reaching US$1,195,130 and representing 25.6% of our total revenues for the same period. This shift reflects our successful efforts in expanding our service offerings to high-net-worth individual clients, alongside continued growth in revenue from our corporate customers.

While we rely on our own employees for the implementation and optimization of our core algorithmic solution modules and risk control modules, we also engage certain third-party software developers to develop specific modules based on clients’ needs. Our services include the customization of such third-party software and the integration into our solutions and clients’ systems. For the period between April 2023 and March 2024, we spent approximately HK$9,366,128 in purchasing services from two suppliers. For the period between April 2024 and March 2025, we spent HK$21,950,820 in purchasing services from five suppliers.

Competitive Strength

We believe the following competitive strengths have contributed and will continue to contribute to our success.

•        We engage in in-depth discussions with clients to analyze their specific needs and providing customization services, supporting complex scenarios across multiple data types and systems.

•        Our algorithmic implementation and optimization solutions involve the using of automated and structured policy for data processing, adjusting and optimizing algorithmic models to improve efficiency.

•        We develop a rigorous risk management framework for delivery of data desensitization and privacy protection functionalities.

•        Our implementation includes built-in risk management modules such as reporting controls and transaction limit controls, ensuring full adherence to business requirements and minimizing operational risks.

Our technology seamlessly integrates heterogeneous data sources in complex network environments to enable unified data fusion across systems and networks. Our advanced intelligent algorithm implementation and optimization involve automating data modeling, cleansing, label generation, and insight extraction, providing robust, cross-system analytical capabilities designed for business decision-making.

Our intelligent algorithm implementation and optimization is designed for high interoperability, supporting mainstream operating systems, and customized operating environments of clients and data providers. Our solutions integrate data storage and exchange networks, fostering a collaborative data ecosystem that enhances connectivity, scalability, and joint innovation opportunities. These capabilities differentiate our Company by delivering superior adaptability, data intelligence, and ecosystem synergy, enabling us to meet sophisticated client demands in dynamic market and technological landscapes.

Our multi-source data integration features are a key differentiator, supporting the collection and standardization of both structured and unstructured data. This allows clients to consolidate heterogeneous data sources into a unified, coherent format, enabling deeper analytics and actionable insights. In practical application, our solutions are deployed across diverse scenarios.

Our Growth Strategies

We aim to drive sustainable and accelerated growth through a multifaceted strategy centered on technology leadership, market expansion, and customer-centric innovation. Our key growth approaches include:

•        Continuous innovation in algorithmic implementation and optimization:    We continuously enhance our intelligent algorithmic implementation and optimization methodology, execution efficiency, and scalability to maintain technological advantage to cope with dynamic market environments.

•        Expansion of market reach across industries:    While strengthening our presence in the business sectors we are now serving, we are actively expanding our footprint into industries such as healthcare, finance, supply chain and logistics, leveraging our core competencies in data-driven solutions to tap into broader customer bases and revenue streams.

•        Strategic partnerships and ecosystem development:    We pursue collaboration with other industry players, technology vendors to enhance integration capabilities. These partnerships accelerate product innovation, improve client access, and position us as a trusted intelligent algorithmic implementation and optimization provider.

•        Global geographic expansion:    We plan to establish presence in other major financial and technology hubs worldwide, including by way of establishing alliances to facilitate market entry and enhance customer support. This global approach aims to capture regional growth opportunities and build internationally recognized brand equity.

•        Customer-centric solution customization:    We emphasize tailoring our product offerings to meet specific client needs across data integration, and analytics applications. By delivering a customizable and efficient solution, we target to improve client adoption, satisfaction, and retention.

•        Investment in technology and research and development:    As part of our growth strategy, we are committed to continuing investment in technology and research and development. By prioritizing innovation and the advancement of our core algorithmic implementation and big data analytics capabilities, we aim to maintain our technological advantage in specific areas. Our ongoing R&D efforts focus on refining implementation techniques, exploring emerging technologies such as machine learning and automated model optimization, and developing new solutions to address complex client needs. This dedication enables us to enhance the performance, efficiency, and adaptability of our platforms, thereby delivering value to our customers and supporting long-term growth.

•        Talent development and organizational excellence:    Recognizing that skilled talent fuels innovation, we focus on attracting, training, and retaining leading experts in algorithm implementation, data science, and software engineering. Our organizational culture promotes agility, collaboration, and continuous learning to accelerate execution and respond swiftly to market changes.

Sales and Marketing

Our sales strategy centers on both direct sales and sales through channel partners such as software vendors and consulting platforms. We have dedicated sales and engineering teams that serve our clients, marketers, and tech clients. Our existing customers also refer new businesses and new clients to us. We form strategic alliances with software vendors and consulting platforms to extend our market reach.

Seasonality

Our operating results and operating cash flows historically have not been subject to seasonal variations.

Competition

The intelligent algorithm solutions market in Hong Kong in 2025 is competitive encompassing providers of algorithmic trading software development and intelligent data processing software development, and the total number of players is estimated to be more than 50. This segment falls within the broader fintech and AI ecosystems, where Hong Kong hosts over 1,000 fintech companies overall, with AI and blockchain subsectors comprising 300 of them.

As estimated, there are more than 20 algorithmic trading software providers in Hong Kong and the key players include Algogene, Futu, Itarle, XTX Markets, and Forex Forest.

The number of intelligent data processing software providers in Hong Kong in 2025 is estimated to be more than 30, with a key focus on big data analytics for fintech and digital marketing. The key players include Fano Labs, ThinkCol, and FIMMICK

Research and Development

We place significant emphasis on our research and development capabilities as a core driver of innovation, competitive advantage, and client value creation. Our R&D efforts are dedicated to advancing algorithmic implementation and data processing that address complex market and business challenges. Our R&D team is focused on implementing and optimizing algorithmic models, including active algorithms and execution algorithms. Leveraging our understanding in algorithm usage, we continuously optimize these algorithms for enhancing results accuracy, execution efficiency, and adaptability to diverse and volatile market conditions. We invest in developing scalable data infrastructure and intelligent data processing pipelines that automate data integration, cleansing, labelling, and modeling. This enables rapid deployment of customized, scenario-specific analytics solutions capable of handling heterogeneous datasets across multiple industries and geographies. Our R&D efforts enable broader accessibility to complex analytics and algorithmic implementation and optimization avoiding our end users from requiring extensive technical expertise. This supports greater adoption and operational leverage among a diverse client base. We actively engage with academic institutions, and technology partners to accelerate knowledge exchange, foster innovation, and incorporate cutting-edge scientific advancements into our product roadmap. Through agile methodologies, automated testing, and continuous deployment frameworks, our R&D process enables rapid iteration from prototype to final product, ensuring our clients benefit from timely access to next-generation technologies. Our commitment to rigorous and systematic R&D empowers us to maintain our position in intelligent algorithmic implementation and optimization, delivering solutions that enhance performances, mitigate risks, and unlock new business opportunities for our clients.

Intellectual Property

Our patents, copyrights, trademarks, know-how, domain name and other intellectual property are important to our business. We rely on intellectual property laws to protect our intellectual property rights. We have 4 registered software copyrights, 3 registered trademarks and 1 registered domain name. We are currently applying for 4 registered software copyrights. Our software copyrights are focused on algorithmic software implementation and advanced big data analytics solutions. Our know-how and copyrights are essential to our business, enabling us to deliver services with a competitive advantage. Our trademarks and domain name are critical to our reputation, brand recognition, and marketing activities.

Employees

As of September 30, 2025, we had 14 full-time employees, The following table sets forth the breakdown of our employees including appointed directors and officers as of June 15, 2026 by function:

We employ a workforce comprising experienced software engineers, financial professionals, and operations specialists. Our organizational culture prioritizes teamwork, continuous learning, and diversity. We provide ongoing training, professional growth opportunities, and incentive programs aligned with company goals.

We enter into employment agreements with our employees that cover matters such as wages, benefits and grounds for termination. We also enter into standard confidentiality, intellectual property assignment and non-competition agreements with our key management and in-house R&D team members. Our standard non-competition agreement prohibits the employee from competing with us, directly or indirectly, during his or her employment and for two years after the termination of his or her employment. We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes.

Facilities

Our principal office is located in Hong Kong, where we lease approximately 25 square meters, with lease term expiring on April 21, 2027. We believe the facility is adequate to meet our needs for the foreseeable future.

Legal Proceedings

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Regulations

Hong Kong Regulations

As we conduct business in Hong Kong through Merry International, our business operations are subject to various regulations and rules promulgated by the Hong Kong government. The following is a brief summary of the Hong Kong laws and regulations that currently and materially affect our business. This section does not purport to be a comprehensive summary of all present and proposed regulations and legislation relating to the industries in which we operate.

Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) (“BRO”)

As we carry on businesses in Hong Kong, we are subject to BRO, which requires every person (a company or an individual) carrying on a business in Hong Kong to register with the Inland Revenue Department of Hong Kong and obtain a business registration certificate within one month of the commencement of the business. Business registration is a process based on application and does not involve government approval. Once the requisite criteria are met, a business registration certificate in Hong Kong will be granted. Business registration serves to notify the Inland Revenue Department in Hong Kong of the establishment of a business in Hong Kong and facilitate the collection of tax from businesses in Hong Kong.

Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) (“IRO”)

The IRO is an ordinance for the purposes of imposing taxes on property, earnings and profits in Hong Kong. The IRO provides, among others, that persons, which include corporations, partnerships, trustees and bodies of persons, carrying on any trade, profession or business in Hong Kong are chargeable to tax on all profits (excluding profits arising from the sale of capital assets) arising in or derived from Hong Kong from such trade, profession or business. The standard profits tax rate for corporations is at 16.5%. Under the two-tiered profits tax rates regime, commencing from the year of assessment 2018/2019, the first two million of profits in Hong Kong dollars earned by a Hong Kong entity (except those with a connected entity which is nominated to be chargeable at the two-tiered rates) will be taxed at half the current tax rate (i.e., 8.25%) while the remaining profits will continue to be taxed at the existing 16.5% tax rate. In other words, within a group of connected entities, only one entity can enjoy the two-tiered profits tax rates. IRO also contains provisions relating to, among others, permissible deductions for outgoings and expenses, set-offs for losses and allowances for depreciation.

IRO contains provisions which require the adoption of the arm’s length principle for pricing in related party transactions. Section 20A of the IRO gives the Inland Revenue Department (the “IRD”) wide powers to collect tax due from non-residents. The IRD may also make transfer pricing adjustments by disallowing expenses incurred by the Hong Kong resident under sections 16(1), 17(1)(b) and 17(1)(c) of the IRO and challenging the entire arrangement under general anti-avoidance provisions, such as sections 61 and 61A of the IRO.

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

The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “PDPO”) provides the principles that a person who, either alone or jointly or in common with other persons, controls the collection, holding, processing or use of personal data (a “Data User”) must follow in respect of any acts concerning information, existing in a form which access to or processing of is practicable, which relates to a living individual and can be used to identify that individual (the “Personal Data”). Contravention with the PDPO may entitle the Privacy Commissioner for Personal Data (the “Commissioner”) to issue a written enforcement notice (the “Enforcement Notice”) directing such Data User to remedy and prevent recurrence of contravention.

Unless the Data User can provide reasons acceptable to the Commissioner, contravention with the Enforcement Notice is an offence and the offender is liable to fine, imprisonment and daily penalty.

Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong) (“OLO”)

The OLO regulates the obligations of a person occupying or having control of premises on injury resulting to persons or damage caused to goods or other property lawfully on the land.

British Virgin Islands Laws and Regulations Relating to Foreign Exchange Control

Under the laws of the British Virgin Islands, a BVI business company is free to acquire, hold and sell foreign currency and securities without restriction. There is no exchange control legislation under British Virgin Islands law and accordingly there are no exchange control regulations imposed under British Virgin Islands law that would prevent the BVI business company from paying dividends to shareholders in US$ or any other currencies, and all such dividends may be freely transferred out of the British Virgin Islands, clear of any income or other tax of the British Virgin Islands imposed by withholding or otherwise without the necessity of obtaining any consent of any government or authority of the British Virgin Islands.

MANAGEMENT

Directors and Executive Officers