UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

Or

For the fiscal year ended March 31, 2026

Or

Or

Date of event requiring this shell company report________________________

For the transition period from__________ to ___________

Commission File No. 333-292310

GreenVector Holdings Limited

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

Unit 401, 4/F., Tower 1, Harbour Centre

1 Hok Cheung St., Hung Hom, Kowloon, Hong Kong0000

Phone: (852) 2669-8222

(Address of principal executive offices)

Dixon Chun Wan Chan

Unit 401, 4/F., Tower 1, Harbour Centre

1 Hok Cheung St., Hung Hom, Kowloon, Hong Kong0000

Phone: (852) 2669-8222

info@green-vector.com]

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Class A Ordinary Shares, par value $0.001 per share

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report (March 31, 2026): 11,000,000 ordinary shares are outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its consolidated 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 13(a) of the Exchange Act ☐

†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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the consolidated financial statements of the registrant included in the filing reflect the correction of an error to previously issued consolidated financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the consolidated financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward-looking statements, about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial condition, results of operations, strategies or prospects. In addition, from time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should” or “anticipate” or their negatives or other variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements may be included in, but are not limited to, various filings made by us with the U.S. Securities and Exchange Commission, or the SEC, press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the factors summarized below.

This Annual Report on Form 20-F identifies important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements, particularly those set forth under the heading “Risk Factors.” The risk factors included in this Annual Report on Form 20-F are not necessarily all the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:

All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this Annual Report on Form 20-F and are expressly qualified in their entirety by the cautionary statements included in this Annual Report on Form 20-F. We undertake no obligations to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events. In evaluating forward-looking statements, you should consider these risks and uncertainties.

For purposes of this Annual Report, the “Offering” refers to the Company’s completed self-underwritten, “best efforts” initial public offering of its Class A Ordinary Shares pursuant to its registration statement on Form F-1, as amended (File Number 333-292310), originally filed with the Securities and Exchange Commission on December 19, 2025 and declared effective by the Securities and Exchange Commission on June 30, 2026.

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. [Reserved]

B. Capitalization and indebtedness.

Not applicable.

C. Reasons for the offer and use of proceeds.

Not applicable.

D. Risk factors.

Risks Related to Our Corporate Structure

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

We are a Cayman Islands exempted company with limited liability with no material operations. We conduct all of our operations through our indirect wholly-owned subsidiary, Laputa Eco-Construction Material Company Limited (“Laputa” or “Operating Subsidiary”), established under the laws of the Hong Kong Special Administrative Region (“Hong Kong SAR” or “Hong Kong”). As such, our Company is a holding company, and we will rely on dividends and other distributions on equity paid by the Operating Subsidiary in the future for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. We do not expect to pay cash dividends in the foreseeable future. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. If the Operating Subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Please refer to the section titled “Dividend Policy” for more information.

According to the BVI Business Companies Act 2004 (as amended), a British Virgin Islands company may make dividends distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due. According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. Any limitation on the ability of our Hong Kong subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

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

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

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

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

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or individuals of mainland China to obtain the approval of the China Securities Regulatory Commission, or CSRC, prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

GreenVector Holdings Limited is a holding company incorporated in the Cayman Islands with operating entities based in Hong Kong, as of the date of this Report, we have no subsidiary, VIE structure or any direct operations in mainland China, nor do we intend to have any subsidiary or VIE structure or to acquire any equity interests in any domestic companies in mainland China, and we are not controlled by any companies or individuals of mainland China. Further, we are headquartered in Hong Kong, with our chief executive officer, chief operating officer, and all members of the board of directors of GreenVector Holdings Limited based in Hong Kong are not mainland China citizens and all of our revenues and profits are generated by our subsidiaries in Hong Kong and we have not generated any revenues or profits in mainland China. Additionally, we do not intend to operate in mainland China in the foreseeable future. As such, we do not believe we would be subject to the M&A Rules, or would be required to file with the CSRC under the Trial Measures. Moreover, pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).

We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China, including a cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, 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 mainland China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

In addition, on December 28, 2021, the Measures were published and became effective on February 15, 2022, and require that, among other things, and in addition to any “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and which further elaborate on the factors to be considered when assessing the national security risks of the relevant activities. The publication of the Measures indicates greater oversight by the CAC over data security, which may impact our business in the future. As of the date of this prospectus, our Hong Kong Operating Subsidiary does not have any mainland China individuals as clients. However, our Operating Subsidiary may collect and store certain data (including certain personal information) from its customers for “Know Your Customers” purposes, which may include mainland China individuals in the future. As of the date of this prospectus, we do not expect the Measures to have an impact on our business, or operations to subject us or our Hong Kong Operating Subsidiary to permission requirements from the CAC or any other government agency that is required to approve our subsidiaries’ operations, as we do not believe that we will be deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that are required to file for cybersecurity review before listing in the U.S., because (i) all of our subsidiaries’ operations are conducted by our Hong Kong subsidiaries which currently solely serve the Hong Kong local market, we currently have no operations in mainland China; (ii) we do not have or intend to have any subsidiary nor do we have or intend to establish a VIE structure with any entity in mainland China and the Measures remain unclear whether they shall be applied to a company like us; (iii) as of date of this prospectus, we have neither collected nor stored any personal information of any mainland China individual or within mainland China, nor do we entrust or expect to be entrusted by any individual or entity to conduct any data processing activities of any mainland China individual or within mainland China; (iv) as of the date of this prospectus, we have not been informed by any PRC governmental authority of any requirement that we must file for a cybersecurity review; and (v) pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). However, there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations. If we were deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, or if other regulations promulgated in relation to the Measures are deemed to apply to us, our subsidiaries’ business operations and the listing of our Shares in the U.S. could be subject to CAC’s cybersecurity review or we and our subsidiaries might be covered by permission from the CAC or any other government agency that is required to approve our subsidiaries’ operations in the future. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It also remains highly uncertain what the potential impact such modified or new laws and regulations will have on our subsidiaries’ daily business operations, its ability to accept foreign investments and the listing of our Shares on a U.S. or other foreign exchanges. If any or all of the foregoing were to occur, it may cause the value of our Shares to significantly decline or become worthless.

On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. However, since the Trial Measures was newly promulgated, its interpretation, application and enforcement remain unclear. If the filing procedure with the CSRC under the Trial Measures is required for any future offerings, listing or any other capital raising activities by us, it is uncertain whether we could complete the filing procedure in a timely manner, or at all. Any failure to complete such filings may subject us to regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from offering of securities overseas into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our Shares.

On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China jointly issued the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises or the Confidentiality Provisions, which came into effect on March 31, 2023. The Confidentiality Provisions require that, among other things, (1) a domestic company that conduct overseas offering and listing both directly and indirectly should institute a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations; (2) a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; (3) a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfil relevant procedures stipulated by applicable national regulations; (4) where a domestic company, after fulfilling relevant procedures, provides to securities companies, securities service providers and other entities with any documents and materials that contain state secrets or working secrets of government agencies, or any other documents and materials that will be detrimental to national security or public interest if leaked, a non-disclosure agreement shall be signed between the provider and receiver of such information; and (5) domestic companies, securities companies or securities service providers that discover any leakage or possible leakage of state secrets, working secrets of government agencies or any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall immediately take remedies and report to relevant state organs and units.

As of the date of this prospectus, in the opinion of our Hong Kong counsel, Kwok Yih & Chan, we are not required to obtain permission or approval from Hong Kong authorities to offer the securities being registered to foreign investors. Should there be any change in applicable laws, regulations, or interpretations, and we or any of our subsidiaries are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations.

As of the date of this prospectus, we believe that neither we nor our Operating Subsidiary, is subject to the M&A Rules, the Trial Measures, the Confidentiality Provisions, the Measures or the regulations or policies that have been issued by the CSRC or the CAC as of the date of this prospectus, nor are we currently covered by permission requirements from the CSRC, the CAC or any other PRC governmental agency that is required to approve our listing on the U.S. exchanges and offering securities. Hence, based on the foregoing, since we are not subject to the regulations or policies issued by the CAC to date, we believe that we are currently not required to be compliant with such regulations and policies issued by the CAC as of the date of this prospectus. Further, as of the date of this prospectus, neither we nor our Operating Subsidiary has ever applied for any such permission or approval, as we currently are not subject to the M&A Rules or the regulations and policies issued by the CAC. Notwithstanding the above, uncertainties exist as to how the M&A Rules and, the Trial Measures and the Confidentiality Provisions will be interpreted and implemented by Chinese regulators and its opinions summarized above are subject to any new laws, rules, and regulations or detailed implementations and interpretations in any form relating to the M&A Rules and, the Trial Measures and the Confidentiality Provisions. If the CSRC or other PRC regulatory agencies subsequently determine that prior CSRC approvals are required for our offering, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. Moreover, if there is significant change to the applicable laws, regulations, or interpretations change, that require us to obtain approvals from the CSRC or other PRC regulatory agencies on, among others, the M&A Rules, the Trial Measures and the Confidentiality Provisions at any stage, including but not limited, in the future, and, if in such event, we or our Hong Kong subsidiaries (i) do not receive or maintain the approval, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) are required to obtain such permissions or approvals in the future if applicable laws, regulations, or interpretations change, or (iv) are denied permission from the CSRC or any other PRC regulatory agencies, we will not be able to list our Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of investors and cause the value of Shares to significantly decline or be worthless.

All of our Operating Subsidiary’s operations are conducted in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of such business and may intervene or influence such operations at any time, which could result in a material change in the operations of the Operating Subsidiary and/or the value of our Shares. The PRC government may also impose restrictions on our ability to transfer money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

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

The Chinese government may exert more control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Shares to investors and cause the value of our Shares to significantly decline or be worthless.

Recent statements, laws and regulations by the Chinese government, including the Cybersecurity Review Measures, the PRC Personal Information Protection Law and the Trial Measures have already indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in mainland China-based issuers. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

Risks Related to Our Business and Industry

The total actual value of work done may differ from the original estimated contract sum stated in our contracts with customers.

Our customers may request additional, reduction or alteration of works beyond the scope of the contract during project implementation by placing variation orders with us. The aggregate amount of revenue that we are able to derive from a project may be different from the original estimated contract sum specified in the relevant contract due to variation orders placed by our customers. As such, there is no assurance that the amount of fees and charges as finally agreed with our customers would be sufficient to recover our costs incurred or provide us with a reasonable profit margin or the amount of revenue derived from our projects will not be substantially different from the original estimated contract sum as specified in the relevant contracts and our financial condition may be adversely affected by any decrease in our revenue as a result of variation orders although our Company periodically reviews the status of our projects. As a result, there is no assurance that our revenue and profit margin in the future will remain at a level comparable to those recorded during the fiscal years ended March 31, 2026 and 2025.

If we do not comply with certain laws, we could be suspended or debarred from contracting, which could have a material adverse effect on our business.

Various statutes to which our operations are subject, such as Factories and Industrial Undertakings Ordinance (Cap. 59 of the Laws of Hong Kong), Construction Sites (Safety) Regulations (Cap. 59I of the Laws of Hong Kong), Factories and Industrial Undertakings (Safety Officers and Safety Supervisors) Regulations (Cap. 59Z of the Laws of Hong Kong), Factories and Industrial Undertakings (Safety Management) Regulation (Cap. 59AF of the Laws of Hong Kong) and Occupational Safety and Health Ordinance (Cap. 509 of the Laws of Hong Kong), which deal with the health and safety during the construction process and various other statutes provide for discretionary suspension and/or debarment in certain circumstances.

The scope and duration of any suspension or debarment may vary depending upon the facts of a particular case and the statutory or regulatory grounds for debarment. Any suspension or debarment from contracting will have a material adverse effect on our financial condition, results of operations or liquidity.

We depend on third parties for supply of materials to operate our business.

We purchase materials from our suppliers in order to manufacture eco-friendly construction materials. We source recycled material from our suppliers. We have partnerships with local suppliers and recycling facilities to secure such supplies. However, we cannot assure you that our favorable working relationships with our suppliers will continue in the future.

The inability to purchase recycled materials could severely impact our business, as it is what we use to manufacture construction material to generate revenue. If our suppliers experience price increases or disruptions to their business, such as labor disputes, supply shortages or distribution problems, our business, financial condition, results of operations, liquidity and cash flows could be materially and adversely affected.

We may not be able to compete favorably in the construction materials industry.

Some of our competitors may have certain advantages, including but not limited to having better financing capabilities, well developed technical expertise, and greater access to industry resources. New participants may wish to enter the industry provided that they have the requisite environmental certifications and industry business relationship. Any significant increase in competition may result in lower operating margins and loss of market share, which may adversely affect our profitability and operating results.

During the fiscal years ended March 31, 2026 and March 31, 2025, one distributor, our affiliate entity, accounted for 84.6% and 71.5%, respectively, of our total revenues.

Significant percentage of our revenue was derived from our affiliate entity, Tiostone Environmental Limited, our sole distributor the fiscal years ended March 31, 2026 and March 31, 2025. Our ultimate clients include major construction firms. Although since April 2025, the ultimate clients have commenced making direct orders with Laputa, and further material orders with Tiostone Environmental Limited are not expected in the future, we cannot assure that we will continue to secure business from these ultimate customers and/or through our distributor, and major customers who we may procure in the future. If there is a significant decrease in the number of purchase orders placed by this recurrent customer base, and we are unable to secure purchase orders of a comparable size and quantity as replacements from other potential customers, our financial condition and operating results will be materially and adversely affected.

Environmental, health and safety laws and regulations and any changes to, or liabilities arising under, such laws and regulations could have a material adverse effect on our financial condition, results of operations and liquidity.

A number of Hong Kong government authorities have the power to enforce compliance with stringent and complex laws and regulations and the permits issued under them. Such enforcement actions often involve difficult and costly compliance measures or corrective actions. Failure to comply with these laws and regulations may result in the assessment of sanctions, including administrative, civil, or criminal penalties, natural resource damages, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations. In addition, we may experience delays in obtaining, or be unable to obtain, required permits, which may delay or interrupt our operations and limit our growth and revenue. Please see the section “Regulations”.

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

We cannot assure that we will be able to grow our business as planned. Expansion plans may be affected by a number of factors beyond our control. Such factors include, but are not limited to, changes in economic conditions in Hong Kong, changes in supply and demand for the construction material we sell, and government regulations in relation to our industry. Our future growth depends on the future demand of environmentally friendly building materials and the promotion of circularity concepts. As the business expands, we may encounter a range of difficulties in managing our business, such as difficulties (i) generating sufficient liquidity internally or obtaining external financing for capital needs, and (ii) allocating its resources and managing its relationships with a growing number of customers, suppliers and other business partners. There can be no assurance that future growth will materialize or that we will be able to manage future growth effectively, and failure to do so would have a material adverse effect on our business, financial position and results of operations.

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

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

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

As our operations grow, any delays or deficiencies in our internal control may affect our ability to accurately report our results of operations or prevent fraud which may affect the market for and price of the Shares.

Following completion of the Offering, we became a public company in the United States subject to the Sarbanes-Oxley Act of 2002, Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) will require that we include a report of management on our internal control over financial reporting in our second annual report on Form 20-F following the completion of the Offering. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us. As a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

During the course of documenting and testing our internal control procedures and as operations grow, in order to satisfy the requirements of Section 404, we may identify weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail or delay to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail or delay to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could, in turn, limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of the Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions. We may also be required to restate our financial statements for prior periods.

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

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

Our significant shareholders have considerable influence over our corporate matters.

CHAN Chun Wai, Dixon, our Chairman, Chief Executive Officer and Director, beneficially owns and controls 2,186,878 shares of Class A Ordinary Shares and 500,000 shares of Class B Ordinary Shares, which corresponds to approximately 40.55% of the voting power of our issued and outstanding shares. WONG Terence Chee-Ho, our Chief Technology Officer, beneficially owns and controls 2,346,666 shares of Class A Ordinary Shares and 500,000 shares of Class B Ordinary Shares, which corresponds to approximately 41.08% of the voting power of our issued and outstanding shares. Our other existing shareholders beneficially own and control an aggregate of 5,466,456 Class A Ordinary Shares and no Class B Ordinary Shares. CHAN Chun Wai, Dixon and WONG Terence Chee-Ho will hold considerable influence over corporate matters requiring shareholder approval and will independently control the operations of the Company, including without limitation, electing directors and approving material mergers, acquisitions or other business combination transactions. This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Shares of the opportunity to sell their shares at a premium over the prevailing market price. In addition, any significant sales of shares by either of these major shareholders could adversely affect the market price of the Shares.

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

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

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

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

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

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

Events such as epidemics, natural disasters, adverse weather conditions, political unrest and terrorist attacks could significantly delay, or even prevent us from completing, our purchase orders.

Our operations are subject to uncertainties and contingencies beyond our control that could result in material disruptions in our operations and adversely affect our business. These include epidemics, natural disasters, fire, adverse weather conditions, political unrest, wars and terrorist attacks. Any such events could cause us to reduce or halt our operations, adversely affect our business operation, increase our costs and/or prevent us from completing our purchase orders, any one of which could materially and adversely affect our business, financial condition and results of operations.

In such an event, our business operations may also be severely disrupted due to a negative impact on investor confidence and risk appetites, the fund-raising activities of issuers and proposed listing applicants, the macroeconomic conditions as well as the financial conditions in Hong Kong. Our business operations, financial condition as well as our fund-raising activities as contemplated by this Report may be materially and adversely affected as a result.

We may be a party to legal proceedings from time to time and we cannot assure you that such legal proceedings will not have a material adverse impact on our business. In particular, there may be potential employees’ compensation claims and personal injury claims.

We may be involved in claims and litigations in respect of various matters from our customers, subcontractors, workers and other parties concerned with our works from time to time. Such claims may include in particular employees’ compensation claims and personal injury claims in relation to personal injuries suffered by workers as a result of accidents arising out of and in the course of employment of the injured workers. Although we are not currently involved in any claims or legal proceedings, there is no assurance that we will not be involved in such claims or legal proceedings in the future, nor can we assure you that any such claims or legal proceedings, if initiated, would not have a material adverse impact on our business. Should any claims against us fall outside the scope and/or limit of insurance coverage, our financial position may be adversely affected. Regardless of the merits of any outstanding and potential claims, we need to divert management resources and incur extra costs to handle these claims, which could affect our corporate image and reputation if they were published by the press. If the aforesaid claims were successfully made against us and are not covered by insurance policies, we may need to pay damages and legal costs, which in turn could adversely affect our results of operations and financial position.

Our insurance coverage may not be adequate to cover potential liabilities.

Certain risks disclosed elsewhere in this section such as risks in relation to customer concentration, our ability to obtain new purchase orders, our ability to retain and attract personnel, availability, project and cost management, our ability to maintain and renew our registrations, credit risk and liquidity risk, are generally not covered by insurance because they are either uninsurable or it is not cost justifiable to insure against such risks. Insurance policies covering losses from acts of war, terrorism, or natural catastrophes are also either unavailable or cost prohibitive.

Further, we may be subject to liabilities against which we are not insured adequately or at all or liabilities against which cannot be insured. Should any significant liabilities arise due to accidents, natural disasters, or other events which are not covered or are inadequately covered by our insurance, our business may be adversely affected, potentially lead to a loss of assets, lawsuits, employee compensation obligations, or other forms of economic loss.

We maintain employees’ compensation insurance for our employees at our office. See “Business – Insurance” for more details. We cannot guarantee that our current levels of insurance are sufficient to cover all potential risks and losses. In addition, we cannot guarantee that we can renew our policies or can renew our policies on similar or other acceptable terms. If we suffer from severe unexpected losses or losses that far exceed the policy limits, it could have a material and adverse effect on our business, financial position, results of operations and prospect.

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

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

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

Our business is susceptible to government policies and macroeconomic conditions.

The market growth of the construction industry in Hong Kong highly correlates to government policies and the macroeconomic environment. Particularly, during economic downturns, due to limited financial budgets, property developers and tenants are more conservative to invest capital resources to renovate their living spaces and select high-end products, such as furniture and marbles imported from overseas. On the other hand, government policies, such as urban renewal and development program and land sales, may affect the availability of land for property developers to construct and subsequently the demand for wet trades works in Hong Kong may deteriorate. In fact, according to the Lands Department, the area of land sales has dropped from approximately 323.8 thousand square meters in 2016/17 to approximately 34.8 thousand square meters in 2023/2024. As a result, the issue of overreliance on government policies and cyclical nature of construction works may adversely impact the development of wet trades works market in Hong Kong.

We are exposed to risks of general economic downturn and deteriorating market conditions, such as Sino-U.S. trade conflicts.

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

Risks Related to Doing Business in Hong Kong

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

For the fiscal years ended March 31, 2025 and 2024, our revenue was derived from sales to construction and engineering firms in Hong Kong. The Hong Kong legal system embodies uncertainties which could limit the legal protections available to you and us.

As one of the conditions for the handover of the sovereignty of Hong Kong to the PRC, the PRC had to accept some conditions such as Hong Kong’s Basic Law before its return. The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people’s rights and freedom for fifty years from 1997. This agreement had 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.

Some international observers and human rights organizations have expressed doubts about the future of the relative political freedoms enjoyed in Hong Kong and the PRC’s pledge to allow a high degree of autonomy in Hong Kong. On July 14, 2020, the United States signed an executive order to end the special status enjoyed by Hong Kong post-1997. As the autonomy currently enjoyed may be compromised, it could potentially impact Hong Kong’s common law legal system and may, in turn, bring about uncertainty in, for example, the enforcement of our contractual rights. If the PRC were to, in fact, renege on its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operation. 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.

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

On June 30, 2020, the Standing Committee of the PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, the former U.S. President Donald Trump signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities 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 eleven individuals, including former HKSAR chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located in Hong Kong. If our Operating Subsidiary in Hong Kong 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 recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.

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

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

On May 20, 2020, the U.S. Senate passed the HFCAA requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCAA. On December 18, 2020, the HFCAA was signed into law. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks, and their implications to U.S. investors, associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks.

On December 2, 2021, the SEC adopted final amendments to its rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA, which took effect on January 10, 2022. We will be required to comply with these rules if the SEC identifies us as having a “non-inspection” year, as defined in the rules, under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Under the HFCAA, our securities may be prohibited from trading in the United States, including on the OTCQB marketplace or other U.S. trading markets if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years, shortening the timeline for the application of the HPCAA’s delisting and trading prohibition from three years to two, and thus, would reduce the time before securities may be prohibited from trading or delisted. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

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

On August 26, 2022, the PCAOB signed a Statement of Protocol, or SOP, Agreement with the CSRC and China’s Ministry of Finance. The SOP, together with two protocol agreements governing inspections and investigation, establishes a specific, accountable framework to make possible complete inspections and investigations by the PCAOB of audit firms based in China and Hong Kong, as required under U.S. law. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in mainland China and Hong Kong, then the companies audited by those auditors would be subject to a trading prohibition on U.S. markets pursuant to the HFCAA.

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

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. AOGB CPA Limited is headquartered in Hong Kong and is subject to inspection by the PCAOB on a regular basis and as of the date of this prospectus, our auditor is not subject to and not affected by the PCAOB’s December 2021 determination report. we cannot assure you whether OTCQB Market 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.

Transferability of Shares

The OTCQB is not designated as a “recognized exchange” for the purposes of the Securities and Investment Business Act, any shares in our Company will not benefit from the provisions of the Securities and Investment Business Act which relate to the transferability of shares in our Company while listed on a recognized exchange. As such, any transfer of shares in our Company would need to be made by way of the registration of such shares with a brokerage which would take legal title to such shares and thereby allow the beneficial title in such shares to be transferred in accordance with the rules of the OTC, or, such transfer would be required to be made by a written instrument of transfer signed by the transferor and containing the name and address of the transferee.

Risks Related to Our Completed Offering and Ownership of Our Shares

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

Following completion of the Offering, we became a public company in the United States. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, Sarbanes-Oxley and rules and regulations implemented by the Securities and Exchange Commission and the OTCQB Market require significantly heightened corporate governance practices for public companies. As a result, we expect these rules and regulations to increase our legal, accounting and financial compliance costs and make many corporate activities more time-consuming and costly.

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

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

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

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

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. We are subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and operating results.

An active trading market for our Ordinary Shares may not develop and the trading price for our Ordinary Shares may fluctuate significantly.

There was no public market for our Class A Ordinary Shares prior to the completed Offering. We applied for listing our Class A Ordinary Shares on the OTCQB market in connection with the Offering. We are continuing to obtain OTCQB’s final approval of our listing application. If an active public market for our Class A Ordinary Shares does not develop, the market price and liquidity of our Class A Ordinary Shares may be materially and adversely affected.

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

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

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

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information.

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

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

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

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

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

Shares eligible for future sale may adversely affect the market price of our Shares, as the future sale of a substantial amount of outstanding Shares in the public marketplace could reduce the price of our Shares.

The market price of our Shares could decline as a result of sales of substantial amounts of our Shares in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of our Shares. An aggregate of 10,000,000 Class A Ordinary Shares were outstanding before the consummation of the Offering and 12,000,000 Class A Ordinary Shares were outstanding immediately after the Offering. All of the Shares sold in the Offering are freely transferable without restriction or further registration under the Securities Act. The remaining Shares are “restricted securities” as defined in Rule 144. These shares may be sold in the future without registration under the Securities Act to the extent permitted by Rule 144 or other exemptions under the Securities Act.

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

The sale of substantial amounts of Shares in the public market, or the perception that such sales could occur could harm the prevailing market price of our Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Following completion of the Offering, we had a total of 12,000,000 Class A Ordinary Shares outstanding. Of the outstanding Shares, the 2,000,000 Class A Ordinary Shares sold or issued in the Offering are freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or Securities Act, except that any Shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act, may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale.” All remaining Shares, which are currently held by our shareholder, may be sold in the public market in the future subject to the restrictions contained in Rule 144 under the Securities Act. If our shareholder sells a substantial amount of Shares, the prevailing market price for our Shares could be adversely affected.

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

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

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

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

The market price of our Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the Offering price.

Investors who purchased our Shares in the Offering may not be able to resell those Shares at or above the Offering price. We cannot assure you that our Shares’ Offering price, or the market price following the Offering, will equal or exceed prices in privately negotiated transactions of our Shares that occurred from time to time prior to the Offering. The market price of our Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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

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

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

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

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

We have broad discretion in the use of the net proceeds from the Offering and may not use them effectively.

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

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

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

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

Prior to the completed Offering, there had not been a public trading market for our Shares. We cannot assure you that an active trading market for our Shares will develop following the completed Offering, or if it does develop, that it will be maintained. We have applied to have our securities approved for listing on the OTCQB Market in connection with the Offering. The closing of the Offering was conditional upon OTCQB’s final approval of our listing application. You may not be able to sell your securities quickly or at the market price if trading in our securities is not active. Further, if we are successful in listing the Shares on OTCQB Market, we cannot ensure that an active public market for our Shares will develop after the Offering, or that if it does develop, it will be sustained. In the absence of a public trading market:

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

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

Because the Offering price is substantially higher than our pro forma net tangible book value per Share, you will experience immediate and substantial dilution.

The Offering price of our Shares was substantially higher than the pro forma net tangible book value per share of our Shares. At the completion of the Offering, investors who purchased Shares in the Offering incurred immediate dilution of approximately $0.38 in the pro forma net tangible book value per share from the price per share paid for the shares. Accordingly, investors who purchased shares in the Offering incurred immediate and substantial dilution of their investment. Please refer to the section titled “Dilution.”

Purchasers of Class A Ordinary Shares in the secondary offering by the Selling Shareholders may pay more or less than purchasers of Class A Ordinary Shares in our best efforts primary offering, and vice versa.

There are two separate offerings of our Class A Ordinary Shares: (i) a primary offering of 2,000,000 Class A Ordinary Shares by the Company at a price of $1.00 per Share on a best efforts basis, and (ii) a secondary offering of 1,018,469 Class A Ordinary Shares by the Selling Shareholders at a fixed price of $1.00 per Ordinary Share until such shares are quoted on the OTC Bulletin Board, OTCQX or OTCQB, at which time they may be sold at prevailing market prices or in privately negotiated transactions. Because the offering prices in these two offerings may differ once our Class A Ordinary Shares are quoted on the OTC Bulletin Board, OTCQX or OTCQB market, purchasers of Class A Ordinary Shares in the secondary offering could pay more or less than purchasers in our primary best efforts offering. Investors should be aware that the price paid by purchasers in one offering may not be indicative of the price at which shares may be purchased in the other offering, and that there can be no assurance that purchasers in either offering will be able to sell their Class A Ordinary Shares at or above the price they paid.

There was no minimum amount of Class A Ordinary Shares required to be sold in the Offering for us to close. If we did not sell enough Shares to implement our business plan, you might lose your entire investment.

There was no required minimum amount of Class A Ordinary Shares that had to be sold in the Offering. As a result, potential investors did not know how many shares would ultimately be sold or the minimum amount of proceeds we would receive from the Offering, which could have been nothing. If we sold only a few Shares, potential investors may have ended up holding shares in a company that (i) had not received adequate proceeds from the Offering to continue ongoing operations and (ii) did not have enough capital to properly implement its business plan.

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

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

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

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

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

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

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

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

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

We have been advised by Conyers Dill & Pearman, our Cayman Islands legal counsel that there is uncertainty as to whether the courts of the Cayman Islands would:

Conyers Dill & Pearman has further advised us that, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts 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 federal or state courts of the United States 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, an 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 the United States courts under the civil liability provisions of the United States federal securities laws if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. 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 United States courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

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

In the opinion of Kwok Yih & Chan, our Hong Kong counsel, foreign judgments can be enforced under statute under the Foreign Judgments (Reciprocal Enforcement) Ordinance or under common law. The Foreign Judgments (Reciprocal Enforcement) Ordinance has created a statutory registration scheme for the recognition and enforcement of foreign judgments based on reciprocity but the United States is not a designated country under the Foreign Judgments (Reciprocal Enforcement) Ordinance. As a result, a judgment rendered by a court in the United States, including as a result of administrative actions brought by regulatory authorities, such as the SEC, and other actions, will not be enforced by the Hong Kong courts under the statutory regime. In addition, the Supreme People’s Court of the PRC and the Government of Hong Kong have entered into the “Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region,” or the Arrangement. The Mainland Judgments in Civil and Commercial Matters (Reciprocal Enforcement) Ordinance implemented the Arrangement in Hong Kong through local legislation and provides for a registration mechanism for recognition and enforcement of Mainland judgments in Hong Kong. However, the Arrangement does not enable reciprocal enforcement of judgments between Hong Kong and the United States. Accordingly, any judgments rendered by a court in the United States will need to be enforced under common law. In order to enforce a foreign judgment under common law in Hong Kong, the judgment must meet certain criteria before it can be enforced, such as the judgment being final and conclusive.

We could become a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, which could subject United States investors in our shares to significant adverse United States income tax consequences.

We will be a “passive foreign investment company,” or “PFIC,” if, in any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the average quarterly value of our assets (as determined on the basis of fair market value) during such year produce or are held for the production of passive income (the “asset test”). In determining whether we are a PFIC, we are permitted to take into account the assets and income of our Operating Subsidiary because we own 100% of their stock. However, even if we take into account the assets and income of our Operating Subsidiary, we may still be considered a PFIC in 2023 and possibly later years, depending on a number of factors, including the composition of our income and assets, how quickly we use our liquid assets, including the cash raised pursuant to the completed Offering (if we determine not to, or are unable to, deploy significant amounts of cash for active purposes our risk of being a PFIC will substantially increase), the market price of our Shares, and fluctuations in that price. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for 2023 or any future taxable year. Please refer to the paragraph titled “Taxation – United States Federal Income Taxation.”

If we are a PFIC in any taxable year, a U.S. holder may incur significantly increased United States income tax on gain recognized on the sale or other disposition of the Shares and on the receipt of distributions on the Shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules. A U.S. holder may also be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. holder holds our Shares, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which such U.S. holder holds our Shares. Please refer to the paragraph titled “Taxation – United States Federal Income Taxation.”

We do not expect to pay dividends in the foreseeable future following the completed Offering. You must rely on price appreciation of the Shares for return on your investment.

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

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or out of share premium account, provided that in no circumstances may a dividend be paid out of the share premium account unless, immediately following the date on which the distribution or dividend is proposed to be paid, the Company shall be able to pay its debts as they fall due in the ordinary course of business. Even if we decide to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the Shares will likely depend entirely upon any future price appreciation of the Shares. There is no guarantee that the Shares will appreciate in value following the completed Offering or even maintain the Offering price. You may not realize a return on your investment in the Shares and you may even lose your entire investment in the Shares.

New climate-related disclosure obligations in proposed SEC rule amendments could have uncertain impacts on our business, impose additional reporting obligations on us, and increase our costs.

In March 2022, the SEC proposed rule amendments that would implement a framework for the reporting of climate-related risks and create a wide range of new climate-related disclosure obligations for all registrants, including us. The proposed rules would require us to include certain climate-related information in registration statements and annual reports, including (i) climate-related risks and their actual or likely material impacts on our business, strategy, and outlook; (ii) our governance of climate-related risks and relevant risk management processes; (iii) information on our greenhouse gas emissions; (iv) certain climate-related financial statement metrics and related disclosures in a note to our audited financial statements; and (v) information about our climate-related targets, goals, and transition plans.

The proposed rules remain open to public comment and may be subject to challenges and litigation. Thus, the ultimate scope and impact of the proposed rules on our business remain uncertain. To the extent new rules, if finalized, impose additional reporting obligations on us, we could face substantial increased costs. Separately, the SEC has also announced that it is scrutinizing climate-change related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege that our existing climate disclosures are misleading or deficient.

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

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

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

The sale or availability for sale of substantial amounts of our Shares could adversely affect their market price.

Sales of substantial amounts of our Shares in the public market after the completion of the Offering, or the perception that these sales could occur, could adversely affect the market price of our shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this prospectus, we have 10,000,000 Shares issued and outstanding. The Shares sold in the Offering are freely tradable without restriction or further registration under the Securities Act, and Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and applicable lock-up agreements. There were 12,000,000 Class A Ordinary Shares issued and outstanding immediately after the Offering. See “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after the Offering.

A. History and Development of the Company.

Our legal name is GreenVector Holdings Limited. The Company was incorporated in the Cayman Islands on June 16, 2025. Our registered office in the Cayman Islands is located at Cricket Square, Hutchins Drive, P. O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. Our principal executive office is located at Unit 401, 4/F, Tower 1, Harbour Centre, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong, and our phone number is +(852) 2669-8222. We maintain a corporate website at http://www.green-vector.com/. The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus.

We are a Cayman Islands company that wholly owns GreenVector Company Limited, an intermediate holding company incorporated in the British Virgin Islands, which in turn wholly owns Laputa Eco-Construction Material Company Limited (“Laputa” or “Operating Subsidiary”), a Hong Kong limited liability company incorporated in Hong Kong on July 13, 2005.

To facilitate the growth of our business, and in order to facilitate international capital investment in us, we started a reorganization in June 2025 and completed it in September 2025 (the “Reorganization”). The Reorganization involved the incorporation of two new holding companies in the Cayman Islands and the British Virgin Islands respectively, in exchange for the original shareholders’ equity interest in Laputa.

On June 16, 2025, we incorporated GreenVector Holdings Limited, a holding company incorporated in Cayman Islands. Upon incorporation, the Company issued one ordinary share with a par value of US$0.0001 to Conyers Corporate Services (Cayman) Limited, 999 ordinary shares to Dixon Chun Wan Chan, and 1,000 ordinary shares to Terence Chee-Ho Wong. On the same date, Conyers Corporate Services (Cayman) Limited transferred its one ordinary share to Dixon Chun Wan Chan.

Subsequently, on June 23, 2025, GreenVector Company Limited was incorporated in the British Virgin Islands as a wholly owned subsidiary of GreenVector Holdings Limited, forming a direct holding structure such that GreenVector Holdings Limited directly holds 100% of the ordinary shares of GreenVector Company Limited, which holds 100% of the ordinary shares of Laputa.

We use our website (at http://www.green-vector.com/) as a channel of distribution of Company information. The information we post on our website may be deemed material. Accordingly, investors should monitor the website, in addition to following our press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this Annual Report on Form 20-F. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding our filings and can be found at http://www.sec.gov.

Emerging Growth Company Status

As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, we have elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards. As a result, our operating results and consolidated financial statements may not be comparable to the operating results and consolidated financial statements of other companies who have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our IPO; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ordinary shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Foreign Private Issuer Status

We are incorporated in the Cayman Islands, and (i) the majority of the company’s executive officers or directors are not U.S. citizens or residents; (ii) more than 50% of our assets are located out of the U.S.; and (iii) our business is administered principally out of the U.S. Therefore, we are a “foreign private issuer,” as defined in Rule 405 under the Securities Act and Rule 3b-4(c) under the Exchange Act. As a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime.

B. Business overview.

Through the Operating Subsidiary, we have established ourselves as a leading manufacturer specializing in sustainable construction solutions using recycled materials, with a focus on carbonated products to reduce carbon emissions. We are one of two primary suppliers of eco-friendly construction materials in Hong Kong. We provide cost-effective and environmentally friendly solutions within the construction sector.

We have established partnerships with local suppliers and recycling facilities to secure a ready supply of recycled materials, which we then transform into sustainable construction material. We are engaged in ongoing research and development efforts to create new, low-carbon construction materials, and then distribute such construction materials to end users. We are able to access a volume of distribution channels through our affiliate entity, TioStone Environmental Limited, a company incorporated under Hong Kong law (“TioStone Environmental”). Beginning in April 2025, certain customers began placing orders directly with us rather than through TioStone Environmental. Our clients include major construction firms.

To further streamline operations and strengthen collaboration within our network, we provide rental space to key partners and affiliates at our facilities. This co-location model fosters seamless coordination across the supply chain, from material sourcing to production and distribution, enhancing efficiency and reducing logistical costs. By offering dedicated space for partners, we ensure tighter integration of recycling and distribution activities, reinforcing our role as a hub for sustainable construction innovation. This initiative not only supports our business ecosystem but also aligns with our commitment to operational sustainability by minimizing transportation-related carbon emissions.

Our Mission

Our mission is to develop and provide innovative, sustainable construction materials that reduce environmental impact and support the transition to greener building practices.

Our Values

At our Company, we stand by our core values, which are essential to our success. We believe that these values not only guide our business and define our brand, but also deliver real financial and operational benefits for us and our customers.

Our core values are sustainability, innovation, and premium quality.

Our Products and Services

We, through our Operating Subsidiary, provide our product portfolio in Hong Kong, which includes:

Business Model and Operations

Laputa’s business model centers on the transformation of recycled materials, primarily glass and construction waste products into high-performance, environmentally friendly construction products. The Company’s operations encompass:

Competitive Strengths

Laputa’s key competitive advantages include:

Our Growth Strategies

Laputa’s principal growth strategies are:

Customers

Laputa’s end-customer base is primarily composed of leading construction firms in Hong Kong. Our Company maintains long-standing relationships with major clients and leverages its distribution partnership with its affiliate, TioStone Environmental Limited, for market reach.

During the fiscal year ended March 31, 2026, TioStone Environmental Limited, our sole distributor, contributed to 84.6% of total revenues of Laputa Eco-Construction Material Co Ltd , which has more than 50 corporate customers which are leading construction firms in Hong Kong. Tiostone Environmental Limited is a related party of our Company by virtue of being under the common control of the same ultimate shareholders. Since April 2025, the customers previously serviced by Tiostone Environmental Limited have commenced direct engagement with Laputa, and as such, no further material transactions with Tiostone Environmental Limited are expected.

Suppliers

We purchase materials from our suppliers for the provision of our services. The major types of materials sourced from our suppliers include portland cement, coarse aggregates, pigment, and sand.

We engage our suppliers for the provision of materials on a project-by-project basis and have not entered into any long-term agreement with them. We have also not committed to a minimum purchase amount with any of our suppliers. We have generally not experienced any material difficulties in procuring materials, historically.

Our five largest suppliers accounted for approximately 85.9%, 96.9% and 99.0% of our purchase the fiscal years ended March 31, 2026 and 2025, respectively. 

Environmental and Social Impact

Laputa’s operations contribute to positive environmental outcomes by:

Market and Competition

The global eco-friendly brick market was valued at approximately USD 7.19 billion in 2023 and is projected to reach USD 18.7 billion by 2032, representing a compound annual growth rate (CAGR) of 11.2%. Key drivers in Hong Kong include:

We operate in a competitive and rapidly evolving market for sustainable construction materials, facing competition from both local Hong Kong manufacturers and mainland China-based suppliers. Domestically, we compete with established construction material producers, some of whom have begun expanding into eco-friendly product lines in response to growing demand for green building solutions. Additionally, we face pressure from larger, low-cost manufacturers in mainland China, which benefit from economies of scale. While these competitors may have greater financial resources or broader distribution networks, we differentiate ourselves through our specialization in carbonated recycled materials, localized supply chain advantages, and proven track record as one of Hong Kong’s primary sustainable suppliers.

Seasonality

Our business experiences moderate seasonality, with typically lower production and sales volumes during the first quarter of each calendar year. This seasonal slowdown coincides with the Lunar New Year festive period in Hong Kong, when construction activity traditionally decreases as many contractors halt operations for extended holidays. Apart from that, we do not experience any seasonality in our business.

Insurance

We maintain employees’ compensation insurance for our directors and employees at our office with Zurich Insurance Company Limited and AXA China Region Insurance Company Limited, which covers the liability to make payment in the case of death, injury or disability of all our employees under the Employees’ Compensation Ordinance and at common law for injuries sustained at work. We believe that our current insurance policies are sufficient for our operations.

Safety and Quality

We place an emphasis on occupational health and safety. Our project management team is responsible for overseeing the implementation of our occupational health and safety policies and to ensure that we comply with the applicable occupational health and safety standards. We have put in place an internal safety plan which is reviewed from time to time to incorporate best practices and to address and improve specific areas of our safety management system. We require our employees to follow our safety rules as set out in the safety plan. Our safety rules identify common safety and health hazards and recommendations on the prevention of workplace accidents. We also provide suitable personal protective equipment to our employees based on the type of work undertaken by them.

Our safety supervisor regularly provides guidance to our workers on appropriate and safe working practices.

We believe that our commitment to quality services is crucial to our reputation and continual success. We place strong emphasis on service quality by implementing a comprehensive quality control system. The quality control measures adopted by our Group include: (i) regular communication with and conduct site visits to collect feedbacks from our customers; (ii) designation of a project management team for every project based on the project nature and the relevant qualifications and experiences required; (iii) maintaining an approval list of suppliers which is updated on a regular basis; and (iv) constant monitoring of quality management of subcontractors.

Legal Proceedings

We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business. During the fiscal years ended March 31, 2026 and March 31, 2025, neither we nor any of our subsidiaries have been involved in any litigation, claim, administrative action or arbitration which had a material adverse effect on the operations or financial condition of the Company.

Intellectual Property

We have secured registered one trademark for our key brand “Laputa” in Hong Kong, which serve as important identifiers of our eco-friendly construction materials in the marketplace. This trademark represents valuable assets that distinguish our products from competitors and reinforce our brand identity as a sustainable solutions provider. While we currently rely primarily on trade secrets and proprietary manufacturing know-how to maintain our competitive advantage, we continue to evaluate opportunities to expand our intellectual property portfolio. We have implemented internal protocols to protect our confidential processes, particularly relating to our carbonated material production techniques.

We are the registered owner of the domain name, www.green-vector.com. Except for these domain names, we do not own any other intellectual property rights.

Facilities

We do not own any real property. Our principal executive office is located at Unit 401, 4/F, Harbour Centre Tower 1, 1 Hok Cheung St., Hung Hom, Kowloon, Hong Kong, where we lease approximately 5,000 square feet of office space. We pay HK$60,000 per month in rental fees for this location and the lease will expire on February 28, 2027. We lease a factory located at Lot 196 DD 134, Lung Kwu Tan Tuen Mun, Hong Kong, where we lease approximately 52,000 square feet of space. We pay HK$234,000 per month in rental fees for this location and the lease will expire on December 31, 2027.

Employees

As of the date of this prospectus, we employed a total of 16 employees, each of whom are located in Hong Kong. The following table sets forth a breakdown of our employees by business segment or functions:

We believe that we maintain a good working relationship with our employees. We have not experienced any significant problems with our employees or any disruption to our operations due to labor disputes, nor have we experienced any material difficulties in the recruitment and retention of experienced core staff or skilled personnel during the fiscal years ended March 31, 2026, and March 31, 2025.

Regulations

Below is a summary of the material laws and regulations applicable to our business operations in Hong Kong.

LICENSES AND REGISTRATIONS REQUIRED FOR OUR BUSINESS

BUSINESS REGISTRATION

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

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

LABOR, HEALTH AND SAFETY LAWS AND REGULATIONS

Factories and Industrial Undertakings Ordinance (Chapter 59 of the Laws of Hong Kong)

The Factories and Industrial Undertakings Ordinance provides for the safety and health protection of workers in an industrial undertaking. Under the Factories and Industrial Undertakings Ordinance, it is the duty of a proprietor of an industrial undertaking to take care of, so far as is reasonably practicable, the health and safety at work of all persons employed by him at the industrial undertaking. The duties of a proprietor extend to include:

A proprietor who contravenes any of these duties commits an offence and is liable on conviction to a fine of up to HK$10,000,000. A proprietor who contravenes any of these requirements willfully and without reasonable excuse commits an offence and is liable on conviction to a fine of up to HK$10,000,000 and to imprisonment for up to two years.

Factories and Industrial Undertakings (Loadshifting Machinery) Regulation (Chapter 59AG of the Laws of Hong Kong) (“Loadshifting Machinery Regulation”)

Under section 3 of the Loadshifting Machinery Regulation, the responsible person of a loadshifting machine shall ensure that the machine is only operated by a person who (i) has attained the age of 18 years; and (ii) holds a valid certificate applicable to the type of loadshifting machine to which that machine belongs. Under the Loadshifting Machinery Regulation, loadshifting machines used in industrial undertakings refer to fork-lift trucks.

Under section 8 of the Loadshifting Machinery Regulation, a responsible person who without reasonable excuse contravenes section 3 commits an offence and is liable on conviction to a fine of HK$100,000.

Factories and Industrial Undertakings (Gas Welding and Flame Cutting) Regulation (Chapter 59AI of the Laws of Hong Kong)

Under the Factories and Industrial Undertakings (Gas Welding and Flame Cutting) Regulation, a proprietor is required to ensure that gas welding and flame cutting work is only performed by a person who has attained the age of 18 years and holds a valid certificate, or a person who is undergoing training in performing gas welding and flame cutting work and the performance of such work is under the supervision of a person who has attained the age of 18 years and holds a valid certificate. A proprietor who without reasonable excuse contravenes such obligation commits an offence and is liable on conviction to a fine of HK$100,000.

Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong)

The Occupational Safety and Health Ordinance provides for the safety and health protection to employees in workplaces, both industrial and non-industrial.

Employers must as far as reasonably practicable ensure the safety and health in their workplaces by:

Failure to comply with any of the above provisions constitutes an offence and the employer is liable on conviction to a fine of up to HK$10,000,000. An employer who fails to do so intentionally, knowingly or recklessly commits an offence and is liable on conviction to a fine of up to HK$10,000,000 and to imprisonment for up to two years.

The Commissioner for Labor may also issue an improvement notice against non-compliance of the Occupational Safety and Health Ordinance or the Factories and Industrial Undertakings Ordinance or suspension notice against activity or condition of workplace which may create imminent risk of death or serious bodily injury. Failure to comply with such notice without reasonable excuse constitutes an offence punishable by a fine of HK$400,000 and imprisonment of up to 12 months.

Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong)

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

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

According to section 15(1A) of the Employees’ Compensation Ordinance, an employer shall report work injuries of its employee to the Commissioner of Labor not later than 14 days after the accident, irrespective of whether the accident gives rise to any liability to pay compensation.

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

Fire Service (Installations and Equipment) Regulations (Chapter 95B of the Laws of Hong Kong)

Under the Fire Service (Installations and Equipment) Regulations, the owner of any fire service installation or equipment which is installed in any premises shall keep such fire service installation or equipment in efficient working order at all times; and have such fire service installation or equipment inspected by a registered contractor at least once in every 12 months. Any person who contravenes this provision shall be guilty of an offence and shall be liable on conviction to a fine of HK$50,000.

Whenever a registered contractor installs, maintains, repairs or inspects any fire service installation or equipment in any premises, he shall within 14 days after completion of the work issue to the person on whose instructions the work was undertaken a certificate and forward a copy thereof to the Director of Fire Services.

Boilers and Pressure Vessels Ordinance (Chapter 56 of the Laws of Hong Kong)

Under the Boilers and Pressure Vessels Ordinance, no boiler, pressure vessel or steam container may (unless exempted) be used or operated unless it is registered thereunder. Contravention of this provision without reasonable excuse is an offence by the owner of such boiler, pressure vessel or steam container, who is liable on summary conviction to a fine of HK$10,000.

No boiler, pressure vessel or steam container shall be used or operated unless it has been examined by an appointed boiler inspector (as required before the first use of the boiler, vessel or steam container; and periodically thereafter) and issued with a valid certificate of fitness in respect thereof after that examination. Contravention of these provisions is an offence by the owner of such boiler, pressure vessel or steam container, who is liable on summary conviction to a fine of HK$50,000.

Limitation Ordinance (Chapter 347 of the Laws of Hong Kong)

Under the Limitation Ordinance, the time limit for an applicant to commence common law claims for personal injuries is three years from the date on which the cause of action accrued.

Employment Ordinance (Chapter 57 of the Laws of Hong Kong)

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

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

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

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

The Occupiers Liability Ordinance 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 on the land.

The Occupiers Liability Ordinance imposes a common duty of care on an occupier of premises to take such care as in all the circumstances of the case is reasonable to see that the visitor will be reasonably safe in using the premises for the purposes for which he is invited or permitted by the occupier to be there.

Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong)

The Minimum Wage Ordinance provides for a prescribed minimum hourly wage rate (set at HK$42.10 per hour as of the date of this prospectus) during the wage period for every employee engaged under a contract of employment under the Employment Ordinance. Any provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee by the Minimum Wage Ordinance is void.

Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong)

Employers are required to enroll their regular employees (except for certain exempt persons) aged between at least 18 but under 65 years of age and employed for 60 days or more in a Mandatory Provident Fund (“MPF”) scheme within the first 60 days of employment.

For both employees and employers, it is mandatory to make regular contributions into an MPF scheme. For an employee, subject to the maximum and minimum levels of income (set at HK$30,000 and HK$7,100 per month, respectively, as of the date of this prospectus), an employer will deduct 5% of the relevant income on behalf of an employee as mandatory contributions to a registered MPF scheme with a ceiling (set at HK$1,500 as of the date of this prospectus). Employer will also be required to contribute an amount equivalent to 5% of an employee’s relevant income to the MPF scheme, subject only to the maximum level of income (set at HK$30,000 as of the date of this prospectus).

ENVIRONMENTAL PROTECTION

Air Pollution Control Ordinance (Chapter 311 of the Laws of Hong Kong)

The Air Pollution Control Ordinance is the principal legislation in Hong Kong for controlling emission of air pollutants and noxious odor from industrial, commercial and construction, activities and other polluting sources. Subsidiary regulations of the Air Pollution Control Ordinance impose control on air pollutant emissions from certain operations through the issue of licenses and permits.

A contractor shall observe and comply with the Air Pollution Control Ordinance and its subsidiary regulations, including without limitation the Air Pollution Control (Open Burning) Regulation (Chapter 311O of the Laws of Hong Kong), the Air Pollution Control (Construction Dust) Regulation (Chapter 311R of the Laws of Hong Kong) and the Air Pollution Control (Smoke) Regulations (Chapter 311C of the Laws of Hong Kong). The contractor responsible for a construction site shall devise, arrange methods of working and carry out the works in such a manner so as to minimize dust impacts on the surrounding environment, and shall provide experienced personnel with suitable training to ensure that these methods are implemented. Asbestos control provisions in the Air Pollution Control Ordinance require that building works involving asbestos must be conducted only by registered asbestos contractors and under the supervision of a registered consultant.

Air Pollution Control (Non-road Mobile Machinery) (Emission) Regulation (Chapter 311Z of the Laws of Hong Kong)

The Air Pollution Control (Non-road Mobile Machinery) (Emission) Regulation came into effect on June 1, 2015 to introduce regulatory control on the emissions of non-road mobile machinery (“NRMMs”), which include, mobile machines and transportable industrial equipment (the “Regulated Machines”). Under the Air Pollution Control (Non-road Mobile Machinery) (Emission) Regulation, unless exempted, NRMMs are required to comply with the prescribed emission standards.

A person must not sell or lease a Regulated Machine for use in Hong Kong unless the machine has been approved or exempted with a proper label in a prescribed format issued by the Environmental Protection Department. Only approved or exempted NRMMs with a proper label may be used in certain specified activities such as construction sites. A person who sells or leases a Regulated Machine for use in Hong Kong, or uses a Regulated Machine in specified activities without (i) approval, commits an offence and is liable on conviction to a fine of HK$200,000 and imprisonment for six months; and (ii) a proper label, commits an offence and is liable on conviction to a fine of HK$50,000 and imprisonment for three months.

Noise Control Ordinance (Chapter 400 of the Laws of Hong Kong)

The Noise Control Ordinance controls, among others, the noise from industrial, commercial and construction activities. Noise from places such as industrial, commercial, trade or business premises shall comply with the Noise Control Ordinance and its subsidiary regulations.

Any person who carries out any industrial, commercial and construction activities that contravenes Noise Control Ordinance except as permitted is liable on first conviction to a fine of HK$100,000 and on subsequent convictions to a fine of HK$200,000, and in any case to a fine of HK$20,000 for each day during which the offence continues.

Water Pollution Control Ordinance (Chapter 358 of the Laws of Hong Kong)

The Water Pollution Control Ordinance controls the effluent discharged from all types of industrial, commercial, institutional and construction activities into public sewers and public drain. For any industry/trade generating wastewater discharge (except domestic sewage or unpolluted water that are discharged into communal sewer or communal drain), they are subject to licensing control by the Director of the Environmental Protection Department.

All discharges, other than domestic sewage or unpolluted water to communal sewer or communal drain, must be covered by an effluent discharge license. The license specifies the permitted maximum allowable quantity and effluent standards of the effluent. The general guidelines are that the effluent does not damage sewers or pollute inland or inshore marine waters.

According to the Water Pollution Control Ordinance, unless being licensed under the Water Pollution Control Ordinance, a person who discharges any waste or polluting matter into the waters of Hong Kong in a water control zone or discharges any matter, other than domestic sewage and unpolluted water, into a communal sewer or communal drain in a water control zone commits an offence and is liable to imprisonment for six months and (a) for a first offence, a fine of HK$200,000; (b) for a second or subsequent offence, a fine of HK$400,000, and (c) in addition, if the offence is a continuing offence, a fine of HK$10,000 for each day during which it is proved to the satisfaction of the court that the offence has continued.

Waste Disposal Ordinance (Chapter 354 of the Laws of Hong Kong)

The Waste Disposal Ordinance controls the production, storage, collection and disposal including treatment, reprocessing and recycling of wastes. At present, livestock waste and chemical waste are subject to specific controls whilst unlawful deposition of waste is prohibited.

A contractor shall observe and comply with the Waste Disposal Ordinance and its subsidiary regulations, including without limitation the Waste Disposal (Charges for Disposal of Construction Waste) Regulation (Chapter 354N of the Laws of Hong Kong) and the Waste Disposal (Chemical Waste) (General) Regulation (Chapter 354C of the Laws of Hong Kong).

Under the Waste Disposal (Charges for Disposal of Construction Waste) Regulation, construction waste can only be disposed at designated prescribed facilities; the person who delivers it, or on whose behalf it is delivered, must be an account-holder of a valid billing account with the Environmental Protection Department; and the construction waste must be delivered in accordance with all the conditions of use imposed in relation to that account.

Under the Waste Disposal (Chemical Waste) (General) Regulation, a person who produces chemical waste or causes it to be produced has to register as a chemical waste producer. Any chemical waste produced must be packaged, labeled and stored properly before disposal. Only a licensed waste collector can transport the waste to a licensed chemical waste disposal site for disposal. Chemical waste producers also need to keep records of their chemical waste disposal for inspection by the Environmental Protection Department.

C. Organizational structure.

We are a Cayman Islands company that wholly owns GreenVector Company Limited, an intermediate holding company incorporated in the British Virgin Islands, which in turn wholly owns our Operating Subsidiary, Laputa Eco-Construction Material Company Limited (“Laputa”), a Hong Kong limited liability company incorporated in Hong Kong on July 13, 2005.

To facilitate the growth of our business, and in order to facilitate international capital investment in us, we started a reorganization in June 2025 and completed it in September 2025 (the “Reorganization”). The Reorganization involved the incorporation of two new holding companies in the Cayman Islands and the British Virgin Islands respectively, in exchange for the original shareholders’ equity interest in Laputa.

On June 16, 2025, we incorporated GreenVector Holdings Limited, a holding company incorporated in Cayman Islands. Upon incorporation, the Company issued one ordinary share with a par value of US$0.0001 to Conyers Corporate Services (Cayman) Limited, 999 ordinary shares to Dixon Chun Wan Chan, and 1,000 ordinary shares to Terence Chee-Ho Wong. On the same date, Conyers Corporate Services (Cayman) Limited transferred its one ordinary share to Dixon Chun Wan Chan.

Subsequently, on June 23, 2025, GreenVector Company Limited was incorporated in the British Virgin Islands as a wholly owned subsidiary of GreenVector Holdings Limited, forming a direct holding structure such that GreenVector Holdings Limited directly holds 100% of the ordinary shares of GreenVector Company Limited, which holds 100% of the ordinary shares of Laputa.

On July 2, 2025, the shareholders of the Company approved a reclassification and re-designation of the Company’s share capital. Under this resolution, 450,000,000 authorized shares with a par value of US$0.0001 each were designated as Class A Ordinary Shares, and 50,000,000 authorized shares with a par value of US$0.0001 each were designated as Class B Ordinary Shares. Following this reclassification, the Company’s authorized share capital became US$50,000, divided into 500,000,000 shares with a par value of US$0.0001 each, comprising 450,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares. As a result, the original 1,000 ordinary shares held by each of Dixon Chun Wan Chan and Terence Chee-Ho Wong in GreenVector Holdings Limited were redesignated to Class B Ordinary Shares, with a par value of US$0.0001 per share. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights and restrictions on transfer of shares. Holders of Class A Ordinary Shares are entitled to one vote per share on all matters subject to the vote at general meetings of our Company, and holders of Class B Ordinary Shares are entitled to twenty (20) votes per share on all matters subject to the vote at general meetings of our Company. Holders of our Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at the option of the holder of Class B Ordinary Shares at any time.

On September 5, 2025, the board of directors of the Company approved the issuance and allotment of 10,000,000 Class A Ordinary Shares to the ultimate beneficial owners of TioStone Holdings Limited in proportion to their historical indirect equity interests in Laputa immediately prior to the Reorganization, in exchange for their interests in Laputa. On the same date, the Company issued an aggregate of 998,000 Class B Ordinary Shares, with 499,000 Class B Ordinary Shares issued to Dixon Chun Wan Chan and 499,000 Class B Ordinary Shares issued to Terence Chee-Ho Wong. Following the redesignation, Dixon Chun Wan Chan and Terence Chee-Ho Wong each hold 500,000 Class B Ordinary Shares of the Company, with a par value of US$0.0001 per share.

Upon completion of the Reorganization, the ultimate beneficial shareholders remain the same before and after the Reorganization, with reallocation of equity interests. The Company became the ultimate holding company of the Group, holding 100% of the equity interest in GreenVector Company Limited, which holds 100% of the equity interests in Laputa, the Operating Subsidiary.

The following diagram illustrates our corporate structure as of the date of this prospectus.

D. Facilities

We do not own any real property. Our principal executive office is located at Unit 401, 4/F, Harbour Centre Tower 1, 1 Hok Cheung St., Hung Hom, Kowloon, Hong Kong, where we lease approximately 5,000 square feet of office space. We pay HK$60,000 per month in rental fees for this location and the lease will expire on February 28, 2027. We lease a factory located at Lot 196 DD 134, Lung Kwu Tan Tuen Mun, Hong Kong, where we lease approximately 52,000 square feet of space. We pay HK$234,000 per month in rental fees for this location and the lease will expire on December 31, 2027.

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

The following discussion and analysis of our financial condition and results of operations for the fiscal years ended March 31, 2026 and 2025 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. Some of the information contained in this discussion and analysis or set forth elsewhere in this annual report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. See “Forward-Looking

Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this annual report.

A. Operating results.

Overview

We are a Cayman Islands exempted company with limited liability with no material operations. As a holding company with no material operations of our own, we conduct our business through our wholly-owned Hong Kong Operating Subsidiary, Laputa Eco-Construction Material Company Limited, incorporated under the laws of Hong Kong on July 13, 2005. Through the Operating Subsidiary, we have established ourselves as a leading manufacturer specializing in sustainable construction solutions using recycled materials, with a focus on carbonated products to reduce carbon emissions. We are one of two primary suppliers of eco-friendly construction materials in Hong Kong. We provide cost-effective and environmentally friendly solutions within the construction sector.

We have established partnerships with local suppliers and recycling facilities to secure a ready supply of recycled materials, which we then transform into sustainable construction material. We are engaged in ongoing research and development efforts to create new, low-carbon construction materials, and then distribute such construction materials to end users. We are able to access a volume of distribution channels through our affiliate entity, TioStone Environmental Limited, a company incorporated under Hong Kong law. Beginning in April 2025, certain customers began placing orders directly with us rather than through TioStone Environmental. Our clients include major construction firms.

Our products include:

● Eco-Glass Block: Manufactured using recycled glass and recycled aggregates, these blocks offer superior durability and environmental benefits.

● Air Pollutant Removal Paving Block: Incorporates advanced materials to actively reduce air pollutants in urban environments.

● Other Carbonated Products: All products are engineered to sequester carbon during the manufacturing process, supporting climate action goals and providing measurable reductions in carbon footprint.

Results from Operations

The following table shows selected audited consolidated statement of profit or loss data for the years ended March 31, 2026, 2025 and 2024.

Years Ended March 31, 2026, 2025 and 2024

Comparison of the years ended March 31, 2026 and 2025 

Revenues

Our revenue consists of sales of environmentally-friendly construction bricks and rental income from the subleases of factories and offices. Our revenue, which comprises revenue with related parties and third parties, was US$4.4 million, and US$5.3 million for the year ended March 31, 2026 and March 31, 2025, respectively. As compared to March 31, 2025, representing a decrease of US$0.9 million, or 17.4%.

Direct cost of revenues

Our direct cost of revenue was US$1.9 million for the year ended March 31, 2026 and US$2.7 million for the year ended March 31, 2026 and March 31, 2025, respectively. As compared to US$2.7 million for the year ended March 31, 2025, representing a decrease of US$0.8 million, or 29.2%. The decrease in our cost of revenue was due to the corresponding decrease in revenue.

General and administrative expenses

General and administrative expenses, which comprise expenses with related parties and third parties, mainly consist of rental of facilities and office space, and administrative and operational staff. We incurred general and administrative expenses of US$2.2 million in total for the year ended March 31, 2026 and US$1.2 million in total for the year ended March 31, 2025. Compared to year ended March 31, 2025, an increase of approximately 87%, mainly due to increase of professional fees for Offering purpose.

Other income (expense), net

Other income (expense), net mainly included bank interest income and interest expenses for bank borrowing.

Income tax expense

Our income tax expenses included US$0.2 million for the fiscal year ended March 31, 2026 and US$nil for the year ended March 31, 2025.

Net income (loss) and total comprehensive income (losses)

We had net income of US$109,728 and total comprehensive income of US$78,975 for the year ended March 31, 2026. We had net income of US$1.3 million and total comprehensive income of US$1.3 million for the year ended March 31, 2025. The reason for the decrease between net income for the fiscal year ended March 31, 2026 and 2025 was mainly due to increase of professional fees for Offering purpose.

Comparison of Years Ended March 31, 2025 and 2024

Revenues

Our revenues consists of sale of environmentally-friendly construction bricks and rental income from the subleases of factories and office. Our revenue, comprise revenues with related parties and third parties, was US$5.3 million for the year ended March 31, 2025 as compared to US$2.8 million for the year ended March 31, 2024, representing an increase of US$2.5 million, or 90.9%.

The increase was primarily attributable to the following factors:

1. Increase in sale volume: Total sales volume of construction bricks increased by approximately 94%, from approximately 84,000 m² in the year ended March 31, 2024 to approximately 163,000 m² in the year ended March 31, 2025, driven by higher market demand for different sizes and models of eco-friendly construction bricks and a pick-up in overall construction activities.

2. Urgent orders sale premium: Revenue also increased as a result of higher unit selling prices for urgent orders, with markups ranging from 5% to 15%. The unit prices for general orders in the existing product portfolio remained largely unchanged.

Direct cost of revenues

Our direct cost of revenue was US$2.7 million for the year ended March 31, 2025 as compared to US$1.7 million for the year ended March 31, 2024, representing an increase of US$1.0 million, or 61.0%. The increase in our cost of revenue was due to the corresponding increase in revenue. Cost of revenues increased by approximately 61.0% over the same period, which was less than proportional to the increase in revenue. The increase primarily reflects:

1. Variable costs: Variable costs, including material and staff costs, increased by approximately 78%, from $0.98 million for the year ended March 31, 2024 to $1.75 million for the year ended March 31, 2025, consistent with higher sales volumes and production of different sizes and models of eco-friendly construction bricks.

2. Fixed costs: Other costs, including machinery depreciation and storage costs, increased by approximately 16%, reflecting their largely fixed nature and limited variability with production volume.

As a result of the above, the gross profit margin increased from approximately 40% for the year ended March 31, 2024 to 50% for the year ended March 31, 2025.

General and administrative expenses

General and administrative expenses, comprise expenses with related parties and third parties, mainly consist of rental of facilities and office space, and administrative and operational staff. We incurred general and administrative expenses of US$1.2 million in total for the year ended March 31, 2025, compared to US$1.2 million in total for the year ended March 31, 2024, an increase of 3.7%. The slight increase was mainly due to increase of staff costs and transportation costs.

Other income (expense), net

Other income (expense), net mainly included bank interest income and interest expenses for bank borrowing.

Income tax expense

Our income tax expenses included US$0.2 million for the fiscal year ended March 31, 2025 and US$nil for the year ended March 31, 2024.

Net income (loss) and total comprehensive income (losses)

We had net income of US$1.3 million and total comprehensive income of US$1.3 million for the year ended March 31, 2025. We had net loss of US$25,675 and total comprehensive loss of US$17,411 for the year ended March 31, 2024. The reason for the increase between net income for the fiscal year ended March 31, 2025 and a minimal loss for the year ended March 31, 2024 was due to increased orders from the construction industry and the continued demand for sustainable building materials.

B. Liquidity and capital resources.

Our Company is a holding company with no material operations of its own. We conduct our operations through Laputa, our Operating Subsidiary in Hong Kong, and we rely on dividends and other distributions on equity paid by Laputa for our cash and financing requirements, including any funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. To date, PRC laws and regulations have not had any material impact on transfers of cash from GreenVector Holdings Limited to Laputa, or from Laputa to GreenVector Holdings Limited, our shareholders and U.S. investors, and there have been no other restrictions or limitations on our ability to transfer cash within our organization. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong, which may delay or hinder the expansion of our business outside of Hong Kong and affect our ability to receive funds from Laputa.

Cash Flows

For the years ended March 31, 2025 and 2024

Operating activities

Net cash generated from operating activities for the fiscal years ended March 31, 2026 and March 31, 2025 was $0.2 million and $0.9 million, respectively. The reason for the decrease in net cash generated from operating activities between the fiscal years ended March 31, 2026 and March 31, 2025 was decrease in revenues due from our slight scaling back of business.

The increase of revenue from $0.2 million for the year ended March 31, 2024 to $0.9 million for the year ended March 31, 2025 was due to our growing business.

Investing activities

Net cash generated from investing activities was $0.2 million and, net cash used in investing activities were $0.1 million and $0.1 million for the fiscal year ended March 31, 2026 and the fiscal year ended March 31, 2025 and 2024, respectively, which was mainly used for purchase of equipment.

Financing activities

Net cash generated from financing activities was $0.01 million and net cash used in financing activities was $0.3 million and $0.1 million for the fiscal year ended March 31, 2026 and the fiscal year ended March 31, 2025 and 2024, respectively, which was mainly used for repaying bank borrowing. 

E. Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP. In doing so, we must make estimates and assumptions that affect our reported amounts of assets, liabilities and expenses, as well as related disclosure of contingent assets and liabilities. In some cases, we could reasonably have used different accounting policies and estimates. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. Significant estimates include, but are not limited to, those related to leases, fixed asset lives, depreciation, intangible asset impairment, estimates relating to the valuation of warrants and stock-based compensation. For the Company’s significant accounting policies, please see Note 2 to our audited consolidated financial statements of this annual report. We believe that our accounting policies contained therein are critical in fully understanding and evaluating our financial condition and operating results.

Item 6. Directors, Senior Management and Employees

A. Directors and senior management.

The following table sets forth information regarding our executive officers and directors as of the date of this Annual Report on Form 20-F.

* These individuals consent to serving in such position upon the effectiveness of the Registration Statement.

The business address of each of the officers and directors is at Unit 401, 4/F., Tower 1, Harbour Centre, 1 Hok Cheung St., Hung Hom, Kowloon, Hong Kong.

The following is a brief biography of each of our executive officers and directors:

Directors:

Dixon Chun Wan Chan, Chairman, Chief Executive Officer and Director.

Mr. Chan is a Director of the Company and the Director of Laputa Eco-Construction Material Company Limited. He has played a pivotal role in advancing proprietary technologies, including Concrete Block made with recycled materials and Air Pollutant Removal Paving Block, developed in collaboration with the Hong Kong Polytechnic University.

With over 20 years of experience in environmentally friendly construction materials, Mr. Chan has been a Director of Tiostone Holdings Ltd since 2010, a holding company of the Company prior to Reorganization. Additionally, he has served as a Director of Greenspace Ventures Ltd since 2013, a venture capital firm focused on investing in and enabling emerging startups to develop scalable technologies across sectors such as sustainable materials, building and construction, proptech, and digital consumer platforms.

Since 2023, Mr. Chan has been the Chief Executive Officer and Director of CS Tech Solution Co., Ltd, a company he co-founded to develop innovative technologies that mitigate greenhouse gas emissions by capturing carbon dioxide from industrial processes and converting it into valuable products. His responsibilities at CS Tech include providing strategic leadership and shaping the vision for innovation in carbon capture and utilization technologies. He manages financial resources while ensuring regulatory compliance and engages with stakeholders to promote sustainability and the company’s mission to mitigate carbon emissions.

Mr. Chan holds a master’s degree in Applied Science from McMaster University. He is also the co-author of over 15 international and conference papers and the recipient of the Hong Kong Institution of Engineers (HKIE) Outstanding Paper Award for Young Engineers/Researchers and Best Paper at the 1st Canadian Conference on Effective Design of Structures.

Terence Chee-Ho Wong, Chief Technology Officer and Director.

Mr. Wong is the Company’s Director and serves as a Director of Laputa Eco-Construction Material Company Limited, where he combines his 20+ years of expertise in green technology and information systems with hands-on leadership to drive innovation, sustainability, and operational excellence across the company’s end-to-end manufacturing operations. Since 2005, Mr. Wong served as the Director of Laputa. In addition to his strategic responsibilities for corporate governance, market expansion, and ESG alignment at Laputa, Mr. Wong directly oversees all manufacturing activities, ensuring seamless integration of cutting-edge technologies, process optimization, and sustainable production practices at Laputa.

Mr. Wong is also the Co-Founder and Chief Operating Officer of CS Tech Solutions Ltd where he has served as Chief Operating Officer since 2023. CS Tech Solutions is a pioneering firm specializing in carbon capture and utilization (CCU) technologies that transform industrial CO₂ emissions into high-value commercial products. His leadership has been instrumental in advancing sustainable industrial practices, R&D breakthroughs, and scalable decarbonization solutions.

Mr. Wong holds a Bachelor’s Degree in Computer Science with Distinction from the University of Waterloo and was awarded the Governor General’s Academic Medal for graduating with the highest academic average in high school.

Executive Officers

Yiu King Man, Chief Financial Officer

Mr. Yiu is our Chief Financial Officer, where is responsible for overseeing accounting and financial management, treasury, investments, business strategies and capital markets functions of our Company. Mr. Yiu has over 15 years of experience in corporate finance, strategy, merger and acquisition, financial management and investment. From January 2021 to October 2023, he was head of corporate finance of a multinational fintech company. From May 2017 to August 2020, he was chief financial officer of an international real estate investment group. From November 2015 to April 2017, he was investment director of a listed real estate investment company in Hong Kong. Prior to that, he worked for a private equity firm and two international accounting firms. Mr. Yiu obtained a Bachelor of Arts degree from the University of Hong Kong in 2009 and a Master of Science degree in financial analysis from the Hong Kong University of Science and Technology in 2014. Mr. Yiu is a fellow member of the Hong Kong Institute of Certified Public Accountants and a Certified ESG Analyst of The European Federation of Financial Analysts Societies.

Independent Directors

Koh Herbin Puay Teck, Director Nominee

Mr. Koh was nominated for appointment as one of our independent directors prior to the Offering. Mr. Koh has over 8 years of cumulative startup and venture investment experience. Mr. Koh currently serves as the head of Gaw Capital Partner’s Private Equity Platform and Deputy Head of Infrastructure. Mr. Koh has served as the Head of the Private Equity Platform since December 2016, and he has served as the Deputy Head of Infrastructure since April 2024. At Gaw Capital Partners, Mr. Koh expanded the firm’s growth equity platform across multiple functions, raising and deploying capital across a range of investment mandates throughout the Asia-Pacific region. His focus areas included the circular economy, battery storage and technology, PropTech, GridTech, e-mobility solutions, cybersecurity, and other sustainability-linked technologies that complement Gaw’s broader global real assets business. Since 2024 Mr. Koh has served as a Director at Cornerstone Technologies Holding Limited. Mr. Koh earned a Bachelor of Arts (Honors) in Economics from Yale-NUS College.

Patrick Pak Hang Chan, Director Nominee

Patrick Chan was nominated for appointment as one of our independent directors prior to the Offering. Mr. Chan was the Chief Financial Officer and Company Secretary of Baguio Green Group. Mr. Chan brings over 20 years of expertise in accounting, finance, auditing, and legal matters and is responsible for financial reporting, financial performance and analysis, treasury, legal and compliance. Mr. Chan held notable positions at KPMG, CK Hutchison Holdings Limited (HKEX: 00001), The Hong Kong and China Gas Company Limited (HKEX: 00003), and The Wharf Holdings Limited (HKEX: 00004). Mr. Chan holds a Bachelor of Information Engineering and a Master of Philosophy from the Chinese University of Hong Kong. He attained a Bachelor of Laws (LL.B.) degree from the Manchester Metropolitan University and the Postgraduate Certificate in Laws (PCLL) from the University of Hong Kong. He is a member of the Hong Kong Institute of Certified Public Accountants (HKICPA), the Association of Chartered Certified Accountants (ACCA), the Hong Kong Institute of Arbitrators (HKIArB), and is a Certified Financial Analyst (CFA) Charterholder. Mr. Chan is also a member of Mensa Hong Kong.

Rahul Shendure, Director Nominee

Rahul Shendure was nominated for appointment as one of our independent directors prior to the Offering. Mr. Shendure has over 27 years of experience as an engineer, product manager, founder, CEO and investor across industrial, climate-tech and bio-tech businesses. Between 2020 and 2024, Mr. Shendure served as founding CEO and Director of CarbonBuit, a venture capital-backed provider of low-carbon concrete raw materials, production technologies and products. He previously served as CEO and Director of both Bellwether Bio, a cancer diagnostics technology developer he co-founded in 2016 that was acquired by Guardant Health (OTCQB: GH) in 2019, and Oscilla Power, a renewable power generation technology developer he co-founded in 2009. Prior to becoming an entrepreneur, Mr. Shendure worked at Amyris Biotechnologies, Ballard Power Systems and General Electric. Mr. Shendure has invested in more than 50 early-stage climate-tech, healthcare and software companies. Mr. Shendure has a Bachelor of Science in Chemical Engineering from Massachusetts Institute of Technology and a Master of Business Administration from Harvard University.

B. Compensation.

Compensation of Directors and Senior Management

The term ‘office holder’ as defined in the Companies Law includes a general manager, chief business manager, deputy general manager, vice general manager, any other person fulfilling or assuming the responsibilities of any of the foregoing positions without regard to such person’s title, as well as a director, or a manager directly subordinate to the general manager or the chief executive officer.

Upon establishment, our compensation committee will approve our salaries and benefit policies. It determines the compensation to be paid to our executive officers based on our financial and operating performance and prospects, and contributions made by the officers to our success. Each of the named officers will be measured by a series of performance criteria by the board of directors, or the compensation committee on a yearly basis. Such criteria will be set forth based on certain objective parameters such as job characteristics, required professionalism, management skills, interpersonal skills, related experience, personal performance and overall corporate performance.

Our board of directors has not adopted or established a formal policy or procedure for determining the amount of compensation paid to our executive officers. The board of directors will make an independent evaluation of appropriate compensation to key employees, with input from management. The board of directors has oversight of executive compensation plans, policies and programs.

The following table summarizes all compensation received by our directors and executive officers with respect to compensation for the fiscal years ended March 31, 2026.

Employment Agreements

We have entered into employment agreements with Dixon Chun Wan Chan, Terence Chee-Ho Wong, and Yiu King Man, respectively.

Each of our executives’ employment agreements are filed as an exhibit to this Annual Report on Form 20-F.

Equity Incentive Plans

We have not adopted any equity compensation plans.

C. Board Practices

Composition of our Board of Directors

At the time our Class A Ordinary Shares begin trading on OTCQB’s Market following completion of the Offering, we expect our board of directors will consist of five directors. Our current amended and restated memorandum and articles of association provide that our board of directors must be composed of at least one director. The number of directors is determined from time to time by resolution of our board of directors.

Pursuant to our current memorandum and articles of association, our directors are appointed either by ordinary resolution of our shareholders or by board resolution provided that such appointment does not cause the number of directors to exceed any number fixed in accordance with the articles of association as the maximum number of directors.

Our board of directors currently consists of Mr. Chan and Mr. Wong, each of whom also serves as an executive officer of the Company. We do not currently have any directors who qualify as “independent” for purposes of Rule 10A-3 under the Exchange Act or other applicable corporate governance requirements.

Committees of the Board of Directors

We intend to establish an audit committee, a compensation committee and a nominating and corporate governance committee under our Board of Directors following completion of the Offering, and to adopt a charter for each of the three committees. As of the date of this annual report, we have not yet established any of these committees. Each committee’s anticipated members and functions are described below.

Audit Committee.

Upon its formation, we expect our audit committee to consist of a majority of independent directors and to satisfy the applicable independence and financial literacy requirements. The audit committee will oversee our accounting and financial reporting processes and the audits of the consolidated financial statements of our company. The audit committee will be responsible for, among other things:

Compensation Committee.

Upon its formation, we expect our compensation committee to consist of a majority of independent directors. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer will not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee will be responsible for, among other things:

Nominating and Corporate Governance Committee.

Upon its formation, we expect our nominating and corporate governance committee to consist of a majority of independent directors. The nominating and corporate governance committee will assist the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions. A current copy of this code is posted on the Corporate Governance section of our website, which is located at http://www.green-vector.com/. The information on our website is deemed not to be incorporated in this Report or to be a part of this prospectus. We intend to disclose any amendments to the code of ethics, and any waivers of the code of ethics or the code of conduct for our directors, executive officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and OTCQB Market corporate governance rules.

Duties of Directors

Under Cayman Islands law, the directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to act in good faith and with a view to our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.

In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association as may be amended from time to time. Our company has a right to seek damages against any director who breaches a duty owed to us.

The functions and powers of our board of directors include, among others:

Qualification

There are no membership qualifications for directors. Further, there are no share ownership qualifications for directors unless so fixed by us in a general meeting. There are no other arrangements or understandings pursuant to which our directors are selected or nominated.

Terms of Directors and Officers

Our directors are elected or appointed in accordance with our Memorandum and Articles and shall hold office until the expiration of his term or until their successors are elected or appointed. Our shareholders may by ordinary resolution appoint any person to be a director. Our directors shall have the power from time to time and at any time to appoint any person as a director to fill a casual vacancy on the board of directors (the “Board”) or as an addition to the existing Board subject to any upper limit on the number of directors prescribed pursuant to the Articles, unless the Board resolves to follow any available exceptions or exemptions. The office of a director shall be vacated if the director:

Interested Transactions

Interested director transactions are governed by the terms of a company’s memorandum and articles of association.

A director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is directly or indirectly interested. A director shall forthwith disclose the nature of such interest to all other directors after becoming aware of the fact that he or she is interested in a transaction we have entered into or are to enter into. A general notice or disclosure to all other directors that a director is a member, director, or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure in relation to that transaction.

Limitation on Liability and Other Indemnification Matters

Cayman Islands law allows us to indemnify our directors, officers and auditors acting in relation to any of our affairs against actions, costs, charges, losses, damages and expenses incurred by reason of any act done or omitted in the execution of their duties as our directors, officers and auditors.

Under our Memorandum and Articles, every director, secretary, or other officer for the time being and from time to time of the Company (but not including the auditor) and the personal representatives of the same (each an “Indemnified Person”) shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no Indemnified Person shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any monies or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any monies of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to any of the Indemnified Person.

D. Employees

As of March 31, 2026, we employed a total of 16 employees, each of whom are located in Hong Kong.

E. Share Ownership

See “Item 7.A. Major Shareholders and Related Party Transactions - Major Shareholders.”

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of the Company’s Class A Ordinary Shares and Class B Ordinary Shares as of July 31, 2026:

Our Company is authorized to issue 450,000,000 Class A Ordinary Shares with par value of $0.0001 per share and 50,000,000 Class B Ordinary Shares with par value of $0.0001 per share. The number and percentage of Shares beneficially owned before the Offering are based on 10,000,000 Class A Ordinary Shares issued and outstanding as of the date of this Report and 12,000,000 Class A Ordinary Shares following the Offering. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our Shares.

Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of Shares beneficially owned by a person listed below and the percentage ownership of such person, Shares underlying options, warrants or convertible securities held by each such person which are deemed outstanding but are not deemed outstanding for computing the percentage ownership of any other person.

None of our shareholders as of the date of this Report is a record holder in the United States. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all Shares shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of our Company at Unit 401, 4/F, Tower 1, Harbour Centre, 1 Hok Cheung Street, Hung Hom, Kowloon, Hong Kong.

B. Related Party Transactions

Set forth below are related party transactions of our Company for the fiscal years ended March 31, 2026 and 2025, which are identified in accordance with the rules prescribed under Form F-1 and Form 20-F and may not be considered as related party transactions under Hong Kong law.

The following is a list of related parties which the Company has balances and transactions with: