As filed with the United States Securities and Exchange Commission on August 21, 2026.

Registration No. 333-293843

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

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AMENDMENT NO. 1

TO

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

______________________________________________

UDynamics Limited
(Exact name of registrant as specified in its charter)

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18/F, Kinox Centre
9 Hung To Road
Kwun Tong, Kowloon
Hong Kong
+852 2554 7545
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

______________________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

______________________________________________

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

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

SUBJECT TO COMPLETION, DATED AUGUST 21, 2026

UDYNAMICS LIMITED
5,600,000 Class A Ordinary Shares

This is an initial public offering (the “Offering”) of 5,600,000 Class A ordinary shares of no par value (“Class A Ordinary Shares”) of UDynamics Limited (“UDynamics” or the “Company”), representing approximately 26.5% of the Class A Ordinary Shares following completion of the Offering. We expect the initial public offering price will be between $5.00 and $7.00 per Class A Ordinary Share (the “Offering Price”). We have reserved the symbol “UDUD” for purpose of listing our Class A Ordinary Shares on the Nasdaq Capital Market. Prior to this Offering, there has been no public market for our Class A Ordinary Shares. This Offering is contingent on the listing of our Class A Ordinary Shares on the Nasdaq Capital Market. However, there is no assurance that such application will be approved, and if our application is not approved by the Nasdaq Capital Market, this Offering will not be completed.

UDynamics’ issued share capital is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. There were 15,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares issued and outstanding immediately prior to this offering. Class A Ordinary Shares are the only class of Ordinary Shares being offered in this Offering. Each of the Class A Ordinary Shares has one vote per share, while each of the Class B Ordinary Shares has thirty votes per share. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof but Class A Ordinary Shares are not convertible into Class B Ordinary Shares.

Due to the disparate voting powers associated with our two classes of ordinary shares, following this Offering, UDiverse Limited (“UDiverse” or the “Controlling Shareholder”), our largest shareholder, will retain controlling voting power in the Company based on having approximately 87.9% of the aggregate voting power of our issued and outstanding Class A and Class B Ordinary Shares, assuming that the underwriters do not exercise their over-allotment option. As a result, UDiverse can control the outcome of matters submitted to the shareholders for approval. Additionally, we will be deemed a “controlled company” within the meaning of the Nasdaq listing rules and follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders. For a more detailed discussion of the risk of the Company being a controlled company, see “Risk Factors — Risks Relating to Our Corporate Structure — The dual-class structure of our Ordinary Shares will have the effect of concentrating voting control with our Controlling Shareholder, UDiverse, which will hold in the aggregate approximately 87.9% of the voting power of our voting shares following the completion of this Offering, preventing you and other shareholders from influencing significant decisions, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval.” on page 43 and “Prospectus Summary — Implication of Being a Controlled Company” on page 13 of this prospectus.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 16 to read about factors you should consider before buying our Class A Ordinary Shares.

We are an “emerging growth company” and a “foreign private issuer” under the federal securities laws and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an “Emerging Growth Company” and “Implications of Our Being a Foreign Private Issuer” on page 12 and page 12 for additional information.

UDynamics is a holding company incorporated in the British Virgin Islands (the “BVI”). As a holding company with no material operations, UDynamics conducts all of its operations in Hong Kong through its subsidiary UDomain Web Hosting Company Limited (the “Operating Subsidiary”), incorporated under the laws of Hong Kong. Investors in our Class A Ordinary Shares should be aware that they will not and may never directly hold equity interests in the Operating Subsidiary, but rather are purchasing equity solely in UDynamics, the BVI holding company. This structure involves unique risks to the investors, and the regulatory authorities of the People’s Republic of China (the “PRC”) could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities UDynamics is registering for sale, including that such event could cause the value of such securities to significantly decline or become worthless. Currently, all of our operations are conducted in Hong Kong, and all of our assets are located in Hong Kong, outside the United States. All our directors, officers and senior management are located in Hong Kong, and all of their assets are located outside of the United States. Shareholders may face difficulties enforcing their legal rights under United States securities laws against us or our directors and officers.

All of our operations are conducted by our Operating Subsidiary in Hong Kong. We and our Operating Subsidiary do not have any operation or maintain office or personnel in the mainland of the PRC (excluding Taiwan, Hong Kong and the Macau Special Administrative Regions of the People’s Republic of China for the purposes of this prospectus only) (“Mainland China”), nor currently do we have, nor intend to have, any contractual arrangements to establish a variable interest entity (“VIE”) structure with any entity in Mainland China. We are subject to certain legal and operational risks associated with our Operating Subsidiary being based in Hong Kong, having all of its operations to date in Hong Kong and having some customers who are Mainland China individuals or companies that have shareholders or directors that are Mainland China individuals. Additionally, the legal and operational risks associated with operating in Mainland China also apply to the operations of our Operating Subsidiary in Hong Kong, and we face the risks and uncertainties associated with interpretation and the application of the complex and evolving PRC laws and regulations and whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security, and anti-monopoly concerns would be applicable to UDynamics or the Operating Subsidiary, given the substantial operations of our Operating Subsidiary in Hong Kong and the possibility that the PRC government may exercise significant oversight over the conduct of business in Hong Kong. We are also subject to the risks of uncertainty about any future actions of the PRC government or authorities in Hong Kong in this regard. New regulatory actions relating to data security or anti-monopoly concerns in Hong Kong may be taken in the future and there can be no assurance as to whether such regulatory actions may have a material impact on our ability to conduct business, accept foreign investments or continue to list on a U.S. or other foreign exchange. If any or all of the foregoing were to occur, it may result in a material change to our operations and/or significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business, or in the event that we or our Operating Subsidiary were to becomes subject to PRC laws and regulations, these risks could result in material costs to ensure compliance, fines, material changes in our operations and/or the value of the securities we are registering for sale, and/or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factors — Risks Relating to Doing Business in Hong Kong — All of our operations are in Hong Kong. However, due to the long-arm application of the current PRC laws and regulations, the PRC government may exercise significant direct oversight and discretion over the conduct of the business of our Operating Subsidiary and may intervene or influence its operations, which could result in a material change in the operations of our Operating Subsidiary and/or the value of UDynamics’ Class A Ordinary Shares. Our Operating Subsidiary in Hong Kong may be subject to laws and regulations of Mainland China, which may impair our ability to operate profitably and result in a material negative impact on our operations and/or the value of our Class A Ordinary Shares. Furthermore, the changes in the policies, regulations, rules, and the enforcement of laws of Mainland China may also occur quickly with little advance notice and our assertions and beliefs of the risk imposed by the Mainland China legal and regulatory system cannot be certain” on page 16; and “Risk Factors — Risks Relating to Doing Business in Hong Kong — If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.” on page 21.

We are aware that the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. See “Prospectus Summary — Regulatory Development in the PRC” beginning on page 9.

On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China,” or “PRC Personal Information Protection Law,” which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (i) such processing is for the purpose of providing products or services for natural persons within Mainland China, (ii) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (iii) there are any other circumstances stipulated by related laws and administrative regulations. On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in Mainland China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) and the Measures for the Filing of Overseas

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

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

As advised by our PRC Counsel, China Commercial Law Firm, as of the date of this prospectus, on the basis that: (i) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China, nor are we controlled by any Mainland Chinese company or individual directly or indirectly; (ii) we and our Operating Subsidiary do not have any operations in Mainland China; (iii) we do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in Mainland China; (iv) we are headquartered in Hong Kong with our officers and all members of the board of directors based in Hong Kong and all of our revenues and profits are generated by our Operating Subsidiary in Hong Kong and we and our Operating Subsidiary have not generated revenues or profits from Mainland China in the most recent accounting year accounts for more than 50% of the corresponding figure in our audited combined financial statements for the same period; (v) although our Hong Kong Operating Subsidiary may collect and store certain data (including certain personal information) from our clients, some of whom may be individuals in Mainland China, in connection with our business and operations, we and our Operating Subsidiary will not be deemed to be an “Operator” or a “data processor” that are required to file for cybersecurity review by the CAC before listing in the United States, given that: (a) as of date of this prospectus, our Operating Subsidiary has in aggregate collected and stored the personal information of less than one thousand individuals in Mainland China and we have acquired the clients’ separate consents for collecting and storing of their personal information and data; (b) we do not place any reliance on collection and processing of any personal information to maintain our business operation; (c) data processed in our business should not have a bearing on national security nor affect or may affect national security; (d) all of the data our Operating Subsidiary has collected is stored in servers located in Hong Kong; and (e) as of the date of this prospectus, our Operating Subsidiary has not been informed by any PRC governmental authority of being classified as an “Operator” or a “data processor” that is subject to CAC cybersecurity review or a CSRC review; and (vi) pursuant to the Basic Law of the Hong Kong Special

Administrative Region of the PRC, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).

As advised by our PRC Counsel, China Commercial Law Firm, neither we nor our Operating Subsidiary is subject to the Trial Administrative Measures, and neither we nor our Operating Subsidiary is currently required to obtain any permission or approval from the PRC authorities, including the CSRC and CAC, to operate our business and offer the securities being registered to foreign investors. Therefore, no application to obtain permission or approval from the PRC authorities is required and no permissions or approvals have been denied as of the date of this prospectus.

However, as further advised by our PRC Counsel, China Commercial Law Firm, since these laws, regulations and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our Operating Subsidiary’s daily business operation and the listing of our Class A Ordinary Shares on the United States or other foreign exchanges. As the Trial Administrative Measures was newly promulgated, its interpretation, application and enforcement remain unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. If Trial Administrative Measures become applicable to us or our Operating Subsidiary in Hong Kong, or if we or our Operating Subsidiary is subject to cybersecurity review, or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law become applicable to our Operating Subsidiary in Hong Kong, the business operation of our Operating Subsidiary and the listing of our Class A Ordinary Shares in the United States could be subject to the CAC or the CSRC review in the future.

If the applicable laws, regulations, or interpretations change and our Operating Subsidiary becomes subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. If we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into Mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. See “Risk Factors — Risks Relating to Doing Business in Hong Kong — If the PRC government chooses to extend the oversight and control over offerings that are conducted overseas and/or foreign investment in Mainland China-based issuers to Hong Kong-based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.” on page 21.

Our Class A Ordinary Shares may be prohibited from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) determines that it is unable to inspect or fully investigate our auditor and as a result the exchange where our securities are traded may delist our securities. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, upon enactment, would amend the HFCAA and require the Securities and Exchange Commission (“SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. Pursuant to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021, which found that the PCAOB was unable to inspect or investigate completely certain named registered public accounting firms headquartered in Mainland China and Hong Kong, and this report identified the specific registered public accounting firms which were subject to these determinations. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in Mainland China and Hong Kong. Pursuant to the

Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022. On December 15, 2022, the PCAOB announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong, and voted to vacate the Determination Report. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by then U.S. President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two.

Our auditor, FundCertify CPA Professional Corporation, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, is headquartered at 5000 Centregreen Way, Suite 500, Cary, North Carolina, 27513, United States and registered with the PCAOB. Our auditor 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. Our auditor has not yet been inspected and currently anticipates that its first PCAOB inspection will occur in 2026 or 2027. Our auditor is not affected by and not subject to the Determination Report announced by the PCAOB on December 16, 2021. FundCertify CPA Professional Corporation is not headquartered in Mainland China or Hong Kong and was not identified in the Determination Report as a firm subject to the PCAOB’s determination. Notwithstanding the foregoing, in the event that in the future the PCAOB determines that it is not able to fully conduct inspections of our auditors for two consecutive years, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, trading of our securities on a national securities exchange or in the over-the counter market may be prohibited under the HFCAA and our access to the U.S. capital markets may be limited or restricted. Any delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. See “Risk Factors — Risks Relating to Our Class A Ordinary Shares and This Offering — Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the HFCAA if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Any call for additional or more stringent criteria to be applied to U.S.-listed companies with significant operations in China, including Hong Kong could add uncertainties to our offering, business operations, share price and reputation.” on page 45.

UDynamics is a holding company incorporated in the BVI and relies on dividends and other distributions on equity paid by our Operating Subsidiary for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our Operating Subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to UDynamics. Cash is transferred through our organization in the following manner: (i) funds may be transferred from UDynamics, our holding company incorporated in the BVI, to our Operating Subsidiary, in the form of capital contributions or loans, as the case may be; and (ii) dividends or other distributions may be paid by our Operating Subsidiary to UDynamics.

There are no restrictions or limitations on our ability to distribute earnings from our Operating Subsidiary in Hong Kong to UDynamics and shareholders and the U.S. investors, provided that the entity remains solvent after such distribution. Subject to the BVI Act and our Memorandum and Articles of Association, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as it thinks fit, if it is satisfied, on reasonable grounds, that immediately following the dividend payment the value of our assets will exceed our liabilities and UDynamics will be able to pay our debts as they become due. For cash transfers between UDynamics and the Operating Subsidiary, and according to the BVI Act, a BVI company may make dividend distributions to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities, and the 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. If UDynamics’ subsidiary incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to UDynamics. Other than the above, we have not adopted, nor do we maintain, any cash management policies and procedures as of the date of this prospectus. Additionally, as of the date of this prospectus, there are no further BVI or Hong Kong statutory restrictions on the amount of funds which may be distributed by us by dividend. However, in the future, funds may not be available to fund operations or for other use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or on our Operating Subsidiary by the PRC government to transfer cash. Any limitation on the ability of our Operating Subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares or cause them to be worthless.

TABLE OF CONTENTS

We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. For the avoidance of doubt, no offer or invitation to subscribe for Class A Ordinary Shares is made to the public in the BVI. You should not rely upon any information about us that is not contained in this prospectus or in one of our public reports filed with the U.S. Securities and Exchange Commission (“SEC”) and incorporated into this prospectus. The information in this registration statement is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in our proposed Offering, and only the prospectus dated hereof, is authorized by us to be used in connection with our proposed Offering. Our business, financial condition, results of operations, and prospects may have changed since that date.

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

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

RISK FACTORS

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

Risks Relating to Doing Business in Hong Kong

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

Our Operating Subsidiary is located and operates its business in Hong Kong, a special administrative region of the PRC. Pursuant to the Basic Law of Hong Kong, national laws of Mainland China do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

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

All of the legal and operational risks associated with operating in the PRC also apply to our operations in Hong Kong. We face the risks and uncertainties associated with the PRC legal system, complex and evolving PRC laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to a company like our Operating Subsidiary and us, given the substantial operations of our Operating Subsidiary in Hong Kong and the PRC government may exercise significant oversight over the conduct of business in Hong Kong. Any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong or China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

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

from our understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.

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

•        delay or impede our development;

•        result in negative publicity or increase our operating costs;

•        require significant management time and attention;

•        cause devaluation of our securities or delisting; and,

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

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

The PRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of our Class A Ordinary Shares. There is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering it worthless.

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

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

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

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

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

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

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

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures, which came into effect on March 31, 2023. Compared to the Draft Overseas Listing Regulations, the Trial Administrative Measures further clarified and emphasized that the comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” shall comply with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Administrative Measures if the following criteria are met at the same time: (i) 50% or more of the issuer’s operating revenue, total profits, total assets or net assets as documented in its audited

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

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

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

However, given the uncertainties arising from the legal system in Mainland China and Hong Kong, including uncertainties regarding the interpretation and enforcement of the PRC laws and regulations and the significant authority of the PRC government to intervene or influence the offshore holding company headquartered in Hong Kong, there remains significant uncertainty in the interpretation and enforcement of the Trial Administrative Measures, PIPL, relevant Mainland China data privacy, cybersecurity laws and other regulations. It is highly uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations

or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our Operating Subsidiary and the listing of our Class A Ordinary Shares on the U.S. or other foreign exchanges. As the Trial Administrative Measures are newly issued, there remains uncertainty as to how it will be interpreted or implemented. Therefore, we cannot assure you that when and whether we will be subject to such filing requirements, or will be able to get clearance from the CSRC in a timely manner, or at all, even though we believe that none of the situations that would clearly prohibit overseas listing and offering applies to us.

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

Furthermore, if the Trial Administrative Measures, Measures for Cybersecurity Review (2021), the PIPL, become applicable to us or our Operating Subsidiary in Hong Kong, our operation and the listing of our Class A Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or the CSRC Overseas Issuance and Listing review in the future. If the applicable laws, regulations, or interpretations change and our Operating Subsidiary becomes subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. Compliance with these laws and regulations could significantly increase the cost of providing the service offerings of our Operating Subsidiary, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which we currently operate or in which we may operate in the future.

If there is a significant change to the current political arrangements between Mainland China and Hong Kong, or the applicable laws, regulations, or interpretations change, and/or if we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the CSRC, CAC, or other PRC regulatory authorities. It could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into Mainland China as foreign investments or accept foreign investments, ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this Offering before settlement and delivery of our Class A Ordinary Shares. In addition, if the CSRC, the CAC, or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this Offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

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

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

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

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

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

Recent statements, laws and regulations by the PRC government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Rules on Overseas Listing published by CSRC on December 24, 2021 also have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Mainland China-based issuers. It remains uncertain as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offering and other capital markets activities and due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future.

It remains uncertain whether the PRC government will adopt additional requirements or extend the existing requirements to apply to our Operating Subsidiary. It is also uncertain whether the Hong Kong government will be mandated by the PRC government, despite the constitutional constraints of the Basic Law, to control over offerings conducted overseas and/or foreign investment of entities in Hong Kong, including our Operating Subsidiary. Any actions by the PRC

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

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

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

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

As one of the conditions for the handover of the sovereignty of Hong Kong to the PRC, the PRC accepted conditions such as Hong Kong’s Basic Law. According to Article 18 of the Basic Law, national laws of the PRC shall not be applied in Hong Kong, except for those listed in Annex III to the Basic Law, such as the laws relating to the national flag, national anthem, and diplomatic privileges and immunities. The Basic Law guaranteed a high degree of autonomy for Hong Kong which ensured Hong Kong will retain its currency (the Hong Kong Dollar), legal system, parliamentary system, and people’s rights and freedom for fifty years from 1997. This agreement has given Hong Kong the freedom to function with a high degree of autonomy. The Special Administrative Region of Hong Kong is responsible for its domestic affairs, including, but not limited to, the judiciary and courts of last resort, immigration, and customs, public finance, currencies, and extradition. Hong Kong continues using the English common law system. However, if there are any changes in relation to the political arrangements which allows Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our Operating Subsidiary’s business and operations. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including the ability to enforce agreements with our customers.

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

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

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

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

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

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

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

Risks Relating to our Business and Operation

If we are unable to attract new customers, retain existing customers and sell additional services and sell comparable gross margin services to customers, our revenue and results of operations could be adversely affected.

Our ability to maintain or increase our revenues and profit may be impacted by a number of factors, including our ability to attract new customers, retain existing customers and sell additional services and comparable gross margin services to our customers. In addition, as we seek to grow our customer base increasingly through outbound sales, we expect to incur higher customer acquisition costs and, to the extent we are unable to retain and sell additional services to existing customers, our revenue and results of operations may decrease.

Growth in the demand for our services may be inhibited and we may be unable to profitably maintain or grow our customer base for a number of reasons, such as:

•        our inability to provide compelling services or effectively market them to new and existing customers;

•        loss of our favorable relationships with our third-party technology partners;

•        the inability of customers to differentiate our services from those of our competitors or our inability to effectively communicate such distinctions;

•        the decision of customers to host internally or in colocation facilities as an alternative to the use of our services;

•        the decision of customers to use internal or other third-party resources to manage their platforms and applications;

•        reductions in IT spending by customers or potential customers;

•        our inability to penetrate international markets;

•        a reduction in the demand for our services due to macroeconomic factors in the markets in which we operate;

•        our inability to strengthen awareness of our brand; and

•        reliability, quality or compatibility problems with our services.

Moreover, we may face difficulty retaining existing customers over the long term. Certain customer contracts, particularly within our cloud hosting services and domain registration businesses, typically have initial terms which may be renewed or automatically extended on a period-to-period basis. Our customers have no obligation to renew their services after their initial contract periods expire. As a result, we may face high rates of customer churn if we are unable to meet our customer needs, requirements and preferences.

Our costs associated with generating revenue from existing customers are generally lower than costs associated with generating revenue from new customers, and depending on the customer and the service offering, there may be substantial variation in the gross margins associated with existing and new customers. Any failure by us in continuing to attract new customers or grow our revenue from existing customers could have a material and adverse effect on our business, financial condition and results of operations.

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

Our operations are located in Hong Kong. Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in Hong Kong and Mainland China generally. Economic conditions in Hong Kong are sensitive to Mainland China and the global economic conditions. Any major changes to Hong Kong’s social and political landscape will have a material impact on our business. Any deterioration in the Hong Kong economy may lead to contraction of consumer discretionary expenditure on technology solutions, which could materially and adversely affect our financial condition and results of operations.

The growth rate of the PRC economy had already been slowing since 2010. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies which had been adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China, even before 2020. Unrest, terrorist threats, and the potential for war in the Middle East and elsewhere may increase market volatility across the globe. There have also been concerns about the relationship between China and other countries, including the surrounding Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations, and tariffs. Any severe or prolonged slowdown in the global economy may materially and adversely affect our business, results of operations and financial condition.

Additionally, the outbreak of war in Ukraine in 2022 has already affected global economic markets, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s recent military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial conditions, liquidity and business outlook of our business.

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

Our business could be materially and adversely affected by catastrophic events or other business continuity problems, such as natural or man-made disasters, fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, political unrest, terrorist attacks or other disasters that are beyond our control. Moreover, besides COVID-19, our business and ability to operate could also be adversely affected by Ebola virus disease, Zika virus disease, H1N1 flu, H5N1 flu, H7N9 flu, avian flu, Swine flu, SARS or other epidemics.

A significant natural disaster could have a material adverse impact on our business, operating results and financial condition. Natural disasters could lead to significant power outages and otherwise affect our as well as our infrastructure vendors’ abilities to provide connectivity and perform services on a timely basis. In the event our or our service providers’ IT systems abilities are hindered by any of the events discussed above, we and our customers’ websites could experience downtime, and our products could become unavailable. Any disruption in the business or operations of our data center hosting providers or customers could have a significant adverse effect on our operating results and financial performance in a given period. All of the aforementioned risks may be further increased if our disaster recovery plans prove to be ineffective in the event of such a disaster.

Our operations are located in Hong Kong. Consequently, we and our Operating Subsidiary are highly susceptible to factors adversely affecting Hong Kong. Political unrest, wars and terrorist attacks may cause damage or disruption to us, our employees, suppliers or customers, any of which could adversely affect our business, results of operations, financial conditions or share price. Potential war or threat of terrorist attacks may also cause uncertainty and cause our business to suffer in ways that we cannot currently predict. A disaster or a disruption in the infrastructure that supports our businesses, a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or a disruption that directly affects our headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption.

In addition, our results of operations could be adversely affected to the extent that any natural disaster, including the pandemic, harms the PRC or Hong Kong economy in general. The incidence and severity of disasters or other business continuity problems are unpredictable, and our inability to timely and successfully recover could materially disrupt our businesses and cause material financial loss, regulatory actions, reputational harm, or legal liability.

If we are unable to successfully execute our strategies and continue to develop and sell the services and solutions our customers demand, our business and results of operations may suffer.

We must adapt to rapidly changing customer demands and preferences in order to successfully execute our strategies. This requires us to anticipate and respond to customer demands and preferences, address business model shifts, optimize our go-to-market execution by improving our cost structure, align sales coverage with strategic goals, improve channel execution and strengthen our services and capabilities in our areas of strategic focus. Any failure to successfully execute our strategies, including any failure to invest in strategic growth areas, could adversely affect our business and results of operations.

Our strategies require significant investments that may adversely affect our near-term revenue growth and results of operations.

We expect the implementation of our strategies to require significant investments, and the investments we must make could result in lower gross margins and raise our operating expenses and capital expenditures. The risks and challenges we face in connection with our strategies include upgrading and integrating our service offerings, expanding our professional services capability, expanding into new geographies, growing in geographies where we currently have a small presence and ensuring that the performance, features and reliability of our service offerings and our customer service remain competitive in a rapidly changing technological environment. These investments may adversely affect our near-term revenue growth and results of operations, and we cannot assure that they will ultimately be successful.

Our results of operations have historically varied and may fluctuate significantly, which could make our future results difficult to predict and could cause our results of operations to fall below investor or analyst expectations.

Our results of operations may fluctuate due to a variety of factors, including many of the risks described in this section, many of which are outside of our control. Many of these factors outside our control could result in increased costs, decreases in the amount of expected revenue and diversion of management’s time and energy, which could materially and adversely impact our business. Our period-to-period results of operations are not necessarily an indication of our future operating performance. Furthermore, our revenue, gross margins and profitability in any given period are dependent partially on the service, customer and geographic mix reflected in the respective period. Variations in cost structure and gross margins across business units and services may lead to operating profit volatility on an annual and quarterly basis. Fluctuations in our revenue can lead to even greater fluctuations in our results of operations. Our budgeted expense levels depend in part on our expectations of long-term future revenue. Given the fixed nature of certain operating costs related to our personnel and facilities, any substantial adjustment to our expenses to account for lower than expected levels of revenue will be difficult. Consequently, if our revenue does not meet projected levels, our operating expenses would be high relative to our revenue, which would negatively affect our operating performance.

If our revenue or operating results do not meet or exceed the expectations of investors or securities analysts, the price of our common stock may decline.

We may not be able to compete successfully against current and future competitors.

The market for our services is highly competitive, quickly evolving and subject to rapid changes in technology. We expect to continue to face intense competition from our existing competitors as well as additional competition from new market entrants in the future as the market for our services continues to grow.

Our current and potential competitors vary by size, service offerings and geographic region. These competitors may elect to partner with each other or with focused companies to grow their businesses. They include:

•        global and regional providers of web hosting and cloud infrastructure, including both large-scale international platforms and local service providers;

•        providers of cybersecurity solutions and services, ranging from international security technology vendors to local managed security service firms;

•        firms specializing in application development, including those focused on blockchain and Web3 technologies, as well as a variety of local and international software development companies; and

•        domain registration service providers and online marketplaces, including both global platforms and regional registrars.

The primary competitive factors in our industry include product capabilities, security, reliability, customer service, brand reputation, and price.

Many of our current and potential competitors have substantially greater financial, technical and marketing resources; relationships with large vendor partners; larger global presence; larger customer bases; longer operating histories; greater brand recognition; and more established relationships in the industry than we do. As a result, some of these competitors may be able to:

•        develop superior products or services, gain greater market acceptance and expand their service offerings more efficiently or more rapidly;

•        adapt to new or emerging technologies and changes in customer requirements more quickly;

•        bundle their offerings, including hosting services with other services they provide at reduced prices;

•        streamline their operational structure, obtain better pricing or secure more favorable contractual terms, allowing them to deliver services and products at a lower cost;

•        take advantage of acquisition, joint venture and other opportunities more readily;

•        adopt more aggressive pricing policies and devote greater resources to the promotion, marketing and sales of their services, which could cause us to have to lower prices for certain services to remain competitive in the market; and

•        devote greater resources to the research and development of their products and services.

To the extent we face increased price competition, we may have to lower the prices of certain of our services in the future to stay competitive, while simultaneously seeking to maintain or improve our revenue and gross margin.

In addition, consolidation activity through strategic mergers, acquisitions and joint ventures may result in new competitors that can offer a broader range of products and services, may have greater scale or a lower cost structure. To the extent such consolidation results in the ability of vertically-integrated companies to offer more integrated services to customers than we can, customers may prefer the single-source approach and direct more business to such competitors, thereby impairing our competitive position. Furthermore, new entrants not currently considered to be competitors may enter the market through acquisitions, partnerships or strategic relationships. As we look to market and sell our services to potential customers, we must convince their internal stakeholders that our services are superior to their current solutions. If we are unable to anticipate or react to these competitive challenges, our competitive position would weaken, which would adversely affect our business and results of operations.

We may from time to time enter into strategic relationships with one or more of our competitors, including third-party cloud infrastructure platform providers, and cybersecurity solutions and service providers.

Our business is highly dependent on our ability to maintain favorable relationships with our third-party cloud infrastructure platform providers and the ability of those third-party cloud infrastructure platform providers to provide the services and features that our customers desire.

We have non-exclusive relationships with third-party cloud infrastructure platform providers. Some of our customers first select their cloud infrastructure platform provider and then engage us to provide the managed services for the selected platform and, more often than not, we resell the cloud infrastructure to the customer (although some customers may elect to purchase the cloud infrastructure directly from the providers). Our agreements with third-party cloud infrastructure platform providers may be terminated at will by the counterparty. If we are unable to maintain these relationships on favorable terms, or at all, we may not be able to retain our current customers or attract new customers, which could have a material and adverse effect on our business and results of operations. Further, if our cloud infrastructure platform providers are unable to provide the types of services and features that meet customer

needs, our customers may migrate to alternative cloud infrastructure providers that we may not have the ability to resell and/or support or may not be able to support on a competitive cost structure, which could have a material and adverse effect on our business and results of operations.

We rely on our relationships with third-party cloud infrastructure platform providers to help drive revenue to our business. Most of these providers offer services that are complementary to our services; however, some may compete with us in one or more of our service offerings. These providers may decide in the future to terminate their agreements with us and/or to market and sell a competitor’s or their own services rather than ours, which could cause our revenue to decline. Also, we derive tangible and intangible benefits from our association with some of these providers, particularly high-profile providers that reach a large number of companies through the Internet. If a substantial number of these providers terminate their relationship with us, our business and results of operations could be adversely affected.

If we fail to hire and retain qualified employees and management personnel, our strategies and our business could be harmed.

Our ability to be successful and to execute on our strategies depends on our ability to identify, hire, train and retain qualified executives, IT professionals, technical engineers, software developers, operations employees and sales and senior management personnel who maintain relationships with our customers and who can provide the technical, strategic and marketing skills required for our company to grow. Our ability to execute on our sales strategy is also dependent on our ability to identify, hire, train and retain a sufficient number of qualified sales personnel. There is a shortage of qualified personnel in these fields. We compete with other companies for this limited pool of potential employees. Furthermore, the implementation of our strategies will result in changes throughout our business, which may create uncertainty for our employees. Such uncertainties may impair our ability to attract, retain and motivate key personnel and could cause customers, suppliers and others who deal with us to seek to change existing business relationships. In addition, the industry in which we operate is generally characterized by significant competition for skilled personnel, and as our industry becomes more competitive, it could become especially difficult to retain personnel with unique in-demand skills and knowledge, whom we would expect to become recruiting targets for our competitors. There is no assurance that we will be able to recruit or retain qualified personnel or successfully transition knowledge from departing employees, and this failure could cause a dilution of our service-oriented culture and our inability to develop and deliver new services, which could cause our business to be negatively impacted.

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

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

Security breaches, cyber-attacks and other interruptions to our or our third-party service providers’ infrastructure may disrupt our internal operations and we may be exposed to claims and liability, lose customers, suffer harm to our reputation, lose business-critical compliance certifications and incur additional costs.

We are materially dependent upon our networks, information technology infrastructure and related technology systems to provide services to our customers and to manage our internal operations. Many of our customers require access to our services on a continuous basis and may be materially impaired by interruptions in our or our third-party service providers’ infrastructure. The services we offer also involve the transmission of large amounts of sensitive and proprietary information over public communications networks, as well as the processing and storage of confidential customer information, which may include information subject to stringent data protection laws, including those governing personally identifiable information, protected health information or other types of sensitive data. We also process, store and transmit our own data as part of our business and operations, which may include personally identifiable, confidential or proprietary information.

Cyber-attacks have become more prevalent in our industry, and the techniques used to sabotage or obtain unauthorized access to systems are constantly expanding and evolving and may not be recognized until they are successfully launched against a target. Without the proper tools, software, services and processes in place that are necessary to protect against and mitigate harm, we could be continuously susceptible to unauthorized access, infrastructure attacks, malicious file attacks, ransomware, bugs, worms, malicious software programs, remnant data exposure, computer viruses, denial-of-service attacks, accidents, employee error or malfeasance, intentional misconduct by computer “hackers,” state-sponsored cyber-attacks and attempts by outside parties to fraudulently induce our employees or customers to disclose or grant access to our data or our customers’ data. Our current security measures may fail or be inadequate to defeat or mitigate these attacks, and we may be unable to implement additional security measures in a timely manner. Even if implemented, these measures could be circumvented as a result of accidental or intentional actions by parties within or outside of our organization. Additionally, other disruptions can occur, such as infrastructure gaps, hardware and software vulnerabilities, inadequate or missing security controls, exposed or unprotected customer data and the accidental or intentional disclosure of source code or other confidential information by former or current employees. Any such incidents could (i) interfere with the delivery of services to our customers, (ii) impede our customers’ ability to do business, (iii) compromise the security of infrastructure, systems and data, (iv) lead to the dissemination to third parties of proprietary information or sensitive, personal, or confidential data about us, our employees or our customers, including personally identifiable information of individuals involved with our customers and their end users and (v) impact our ability to do business in the ordinary course. Each of these risks could further intensify as we maintain information in digital form stored on servers connected to the Internet, especially in light of the growing frequency, scope and well-documented sophistication of cyber-attacks and intrusions. If a breach or other security incident were to occur, it could expose us to increased risk of claims and liability, including litigation, regulatory enforcement, notification obligations and indemnity obligations, as well as loss of existing or potential customers, harm to our reputation, increases in our security costs (including spending material resources to investigate or correct the breach or incident and to prevent future security breaches and incidents), disruption of normal business operations, the impairment or loss of industry certifications and government sanctions (including debarment), all of which could have a material and adverse effect on our business, financial condition and results of operations.

The security of our services is important in our customers’ decisions to purchase or use our services. Threats to our infrastructure may not only affect the data that we own but also the data belonging to our customers. When customers use our services, they rely on the security of our infrastructure, including hardware and other elements provided by third parties, to ensure the reliability of our services and the protection of their data. We also offer professional services to our customers where we consult on cloud hosting solutions and assist with implementations. An actual or perceived breach of, or other security incident relating to, our cloud storage systems and networks could result in significant loss. In the event of a claim, we could be liable for substantial damage awards that may significantly exceed our liability insurance coverage by unknown but significant amounts, which could have a material and adverse effect on our financial condition and results of operations. Additionally, we cannot be certain that our insurance coverage will cover any claims against us relating to any such incident, will continue to be available to us on economically reasonable terms, or at all, or that our insurers will not deny coverage as to any such claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations. The costs could be exacerbated by regulatory fines and penalties, notification costs and the loss of revenue due to brand and reputational harm.

Similar security risks exist with respect to our business partners and the third-party vendors that we rely on for aspects of our IT support services and administrative functions, including the systems owned, operated or controlled by other unaffiliated operators to the extent we rely on such other systems to deliver services to our customers. Our ability to monitor our third-party service providers’ data security is limited. As a result, we are subject to the risk that cyber-attacks on, or other security incidents affecting, our business partners and third-party vendors may adversely affect our business even if an attack or breach does not directly impact our systems. It is also possible that security breaches sustained by, or other security incidents affecting, our competitors could result in negative publicity for our entire industry that indirectly harms our reputation and diminishes demand for our services.

Our inability to prevent service disruptions and ensure network uptime could lead to significant costs and could harm our business reputation and have a material and adverse effect on our business and results of operations.

Our value proposition to customers is highly dependent on the ability of our existing and potential customers to access our services and platform capabilities at any time and within an acceptable amount of time. We have experienced interruptions in service in the past and may in the future experience service interruptions due to such things as power outages, power equipment failures, cooling equipment failures, network connectivity downtime, routing problems, security issues, hard drive failures, database corruption, system failures, natural disasters, software failures, human and software errors, denial-of-service attacks and other computer failures. Because our ability to attract and retain customers depends on our ability to provide customers with highly reliable service, even minor interruptions in our service could harm our reputation.

The total destruction or severe impairment of any of the data center facilities we use could result in significant downtime of our services and the loss of customer data. In addition, it may become increasingly difficult to maintain and improve our performance, especially during peak usage times and as our services and platform capabilities become more complex and our user traffic increases. To the extent that the facilities we use fail or experience downtime or we do not effectively upgrade our systems as needed or continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition and results of operations may be adversely affected. Service interruptions continue to be a significant risk for us and could materially and adversely impact our business.

Any future service interruptions could:

•        cause our customers to seek damages for losses incurred;

•        delay payment to us by customers;

•        result in legal claims against us;

•        divert our resources;

•        require us to replace existing equipment or add redundant facilities;

•        affect our reputation as a reliable provider of hosting services;

•        cause existing customers to cancel or elect to not renew their contracts; or

•        make it more difficult for us to attract new customers.

Our customer agreements include certain service level commitments to our customers relating primarily to network uptime, critical infrastructure availability and hardware replacement. If we are unable to meet the stated service level commitments, we may be contractually obligated to provide these customers with service credits for a portion of the service fees paid by our customers. As a result, a failure to deliver services for a relatively short duration could cause us to issue these credits to a large number of affected customers. In addition, we cannot be assured that our customers will accept these credits in lieu of other legal remedies that may be available to them. Our failure to meet our commitments could also result in substantial customer dissatisfaction or loss. Our failure to meet our service level commitments to our customers could lead to future loss of revenues and have a material and adverse effect on our business and results of operations.

Failure to have reliable Internet, telecommunications and fiber optic network connectivity and capacity may adversely affect our results of operations.

Our success depends in part upon the capacity, reliability and performance of our network infrastructure, including our Internet, telecommunications and fiber optic network connectivity providers. We depend on these companies to provide uninterrupted and error-free service through their telecommunications networks. Some of these providers are also our competitors. We exercise little control over these providers, which increases our vulnerability to problems with the services they provide. We have experienced and expect to continue to experience interruptions or delays in network service. Any failure on our part or the part of our third-party suppliers to achieve or maintain high data

transmission capacity, reliability or performance could significantly reduce customer demand for our services and have a material and adverse effect on our business and results of operations. We also can provide no assurances that our redundancy planning will be effective.

As our customers’ usage of telecommunications capacity increases, we will be required to make additional investments in our capacity to maintain adequate data transmission speeds, the availability of which may be limited or the cost of which may be on terms unacceptable to us. If adequate capacity is not available to us as our customers’ usage increases, our network may be unable to achieve or maintain sufficiently high data transmission capacity, reliability or performance. In addition, our business and results of operations would suffer if our network suppliers increased the prices for their services and we were unable to successfully pass along the increased costs to our customers.

If we overestimate or underestimate data center capacity requirements, our results of operations could be adversely affected.

We rely on third-party IT infrastructure supplier to provide the data center capacity needed for our services. To manage capacity while minimizing unnecessary excess capacity costs, we continuously evaluate our short- and long-term data center capacity requirements. However, we may overestimate our needs and commit to excess capacity, which could materially reduce our operating margins. Conversely, if we underestimate our requirements, we may be unable to meet the growing needs of existing customers, limit new customer acquisition, or enter into suboptimal agreements at higher costs. Moreover, shifts in technology or customer demand toward public cloud platforms may reduce our data center capacity needs. Any such misalignment between capacity and demand could materially and adversely affect our business and operating results.

Use of AI in our operations poses inherent risks and could adversely affect our results of operations, reputation and brand.

We have built an AI model that analyzes system logs and are continuing to incorporate AI in our operations. These are critical to our current business plan and our future business plan. The use of generative AI, a relatively new and emerging technology in the early stages of commercial use, exposes us to additional risks, such as potential damage to our reputation, competitive position, and business, legal and regulatory risks, and additional costs. For example, generative AI has been known to produce false or “hallucinatory” inferences or output, and certain generative AI uses machine learning and predictive analytics, which can create inaccurate, incomplete, or misleading content, unintended biases, and other discriminatory or unexpected results, errors, or inadequacies, any of which may not be easily detectable by us or any of our related service providers. If the output from these services is deemed to be inaccurate or questionable, we may not be able to rely on the use of AI in our operations. Without the use of AI in our operations, we will lose a number of the competitive advantages that we believe we have as compared to our competitors, which could lead to a loss in revenue. Such inaccurate or questionable information could also lead to a loss in our reputation and brand, which could further affect our results of operations. We may also be subject to litigation in the event that such inaccurate or questionable causes damage to one of our customers.

Use of AI in our operations may present additional legal, regulatory, and social risks, which could lead to additional costs and impact our business.

Legal frameworks for AI governance are in their infancy quickly developing, and unpredictable, as AI is a developing technology in its nascency. The misuse of AI raises new ethical issues and poses a number of risks that cannot be fully mitigated. Using AI while the technology is still developing may expose us to additional liability, reputational harm, and threats of litigation, particularly if the AI we adopt produces errors, intellectual property infringement or misappropriation, data privacy or cybersecurity issues, or otherwise does not function as intended.

The emergence of AI in recent years has also prompted lawmakers to consider regulation of AI. These regulations may impose certain obligations on organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on our operations or financial condition. For example, the AI regulatory landscape in Hong Kong is still somewhat fragmented. There is currently no overarching legislation regulating the use of AI in Hong Kong. The Hong Kong authorities have relied on existing legislation with sector-specific guidelines from regulators, such as the Hong Kong Monetary Authority and the Securities and Futures Commission of Hong Kong, to address the risks and challenges posed by AI. As AI technology continues to develop, Hong Kong may impose additional rules, regulations and industry standards governing the use of AI in the future.

As of the date of this prospectus, the legislation in the jurisdictions in which we operate does not have a material impact on our operations. However, there can be no assurance that the legislation in the jurisdictions in which we operate will not have a material impact on our operations in the future.

Real or perceived errors, failures or bugs in our customer solutions, software or technology could adversely affect our business, results of operations and financial condition.

Undetected real or perceived errors, failures, bugs or defects may be present or occur in the future in our customer solutions, software or technology or the technology or software we license from third parties, including open source software. Despite testing by us, real or perceived errors, failures, bugs or defects may not be found until our customers use our services. Real or perceived errors, failures, bugs or defects in our customer solutions could result in negative publicity, loss of or delay in market acceptance of our services and harm to our brand, weakening of our competitive position, claims by customers for losses sustained by them or failure to meet the stated service level commitments in our customer agreements. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend significant additional resources in order to help correct the problem. Any real or perceived errors, failures, bugs or defects in our customer solutions could also impair our ability to attract new customers, retain existing customers or expand their use of our services, which would adversely affect our business, results of operations and financial condition.

We rely on third-party software that may be difficult to replace, or which could cause errors or failures of our service that could lead to lost customers or harm to our reputation.

We rely on software licensed from third parties to offer our services. This software may not continue to be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of this software could result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available, is identified, obtained and integrated, which could harm our business. There can be no assurance that any such transition would be completed on a timely basis or without increased costs or degradation of service. Any errors or defects in third-party software or inadequate or delayed support by our third-party licensors could result in errors or a failure of our service, which could harm our business and results of operations.

If our third-party vendors increase their prices and we are unable to pass those increased costs to our customers, it could have a material and adverse effect on our results of operations.

If third-party vendors increase their prices and we are unable to successfully pass those costs on to our customers, it could have a material and adverse effect on our results of operations. Many of our contracts with our customers give us the flexibility to increase our prices from time to time; however, notwithstanding our contractual right to do so, raising prices may decrease the demand for our services, cause customers to terminate their existing relationships with us or limit our ability to attract new customers.

Our services depend in part on intellectual property and proprietary rights and technology licensed from third parties.

Much of our business and many of our services rely on key technologies developed or licensed by third parties. These third-party software components may become obsolete, defective or incompatible with future versions of our services, or relationships with the third-party licensors may deteriorate, or our agreements with the third-party licensors may expire or be terminated. Additionally, some of these licenses may not be available to us in the future on terms that are acceptable or that allow our service offerings to remain competitive. Our inability to obtain licenses or rights on favorable terms could have a material and adverse effect on our business and results of operations. Furthermore, incorporating intellectual property rights licensed from third parties on a non-exclusive basis in our services could limit our ability to protect the intellectual property and proprietary rights in our services and our ability to restrict third parties from developing, selling or otherwise providing similar or competitive technology using the same third-party intellectual property rights.

Sales to enterprise customers involve risks that may not be present in or that are present to a greater extent than sales to smaller entities.

We continue to focus our sales efforts on enterprise customers. Sales to such customers generally have longer sales cycles, more complex customer requirements, substantial upfront sales costs and contract terms that are less favorable to us, including as it relates to pricing and limitations on liability. A number of factors influence the length and

variability of our sales cycle, including the need to educate potential customers about the uses and benefits of our solutions, the discretionary nature of purchasing and budget cycles and the competitive nature of evaluation and purchasing approval processes. As a result, the length of our sales cycle, from identification of the opportunity to deal closure, may vary significantly from customer to customer, with sales to large enterprises typically taking longer to complete.

If we fail to maintain, enhance and protect our brand, our ability to expand our customer base will be impaired and our business, financial condition and results of operations may suffer.

We believe that maintaining, enhancing and protecting our brand is important to support the marketing and sale of our existing and future services to new customers and expand sales of our services to existing customers. We also believe that the importance of brand recognition will increase as competition in our market increases. Successfully maintaining, enhancing and protecting our brand will depend largely on the effectiveness of our marketing efforts, our ability to provide reliable services that continue to meet the needs of our customers at competitive prices, our ability to maintain our customers’ trust, our ability to successfully differentiate our services and platform capabilities from competitive services and our ability to obtain, maintain, protect and enforce trademark and other intellectual property protection for our brand. Our brand promotion activities may not generate customer awareness or yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred in building and maintaining our brand. If we fail to successfully promote, maintain and protect our brand, our business may be harmed.

Our ability to operate and expand our business is susceptible to risks associated with international sales and operations.

We have customers across Hong Kong, China, and the broader Asian regions. A key element of our strategy is to further expand our customer base internationally, where we have limited experience operating. Managing a global organization is difficult, time consuming and expensive. If we are unable to manage the risks of our global operations and geographic expansion strategy, our business, results of operations and ability to grow could be materially and adversely affected. In addition, conducting international operations subjects us to new risks that we have not generally faced. These risks include:

•        localization of our services, including translation into foreign languages and adapting to local practices and regulatory requirements and differing technology standards or customer requirements;

•        lack of familiarity with and unexpected changes in foreign regulatory requirements;

•        longer accounts receivable payment cycles and difficulties in collecting accounts receivable;

•        difficulties in managing and staffing international operations;

•        fluctuations in currency exchange rates;

•        restrictions on the ability to move cash;

•        potentially adverse tax consequences, including the complexities of transfer pricing and foreign value added tax systems;

•        challenges associated with repatriating earnings generated or held abroad in a tax-efficient manner and changes in tax laws;

•        dependence on certain third parties, including channel partners with whom we do not have extensive experience;

•        the burdens of complying with a wide variety of foreign laws and legal standards;

•        increased financial accounting and reporting burdens and complexities;

•        trade regulations and procedures and actions affecting production, pricing and marketing of services, including policies adopted by countries that may champion or otherwise favor domestic companies and technologies over foreign competitors;

•        political, social and economic instability and corruption abroad, terrorist attacks, civil unrest and security concerns in general;

•        pandemics and public health emergencies, such as COVID-19; and

•        reduced or varied protection for intellectual property and proprietary rights in some countries.

Operating in international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability.

Failure to develop and maintain adequate internal systems could cause us to be unable to properly provide service to our customers, causing us to lose customers, suffer harm to our reputation and incur additional costs.

Some of our enterprise systems have been designed to support individual service offerings, resulting in a lack of standardization among various internal systems, tools and processes across products, platforms, services, functions and geographies, making it difficult to serve customers who use multiple service offerings. This lack of standardization causes us to implement manual processes to overcome the fragmentation, which can result in increased expense and manual errors.

We continually seek to drive efficiencies in our infrastructure and business processes. Our inability to manage competing priorities, execute multiple concurrent projects, plan and manage resources effectively and meet deadlines and budgets could result in us not being able to implement the systems needed to speed up implementation of customer solutions and deliver our services in a compelling manner to our customers. If we are unable to drive efficiencies in our infrastructure and business processes, our business and results of operations could be adversely affected.

Our failure to properly register or maintain our customers’ domain names could subject us to additional expenses, claims of loss or negative publicity that could have a material adverse effect on our business.

System and process failures related to our domain name registration product may result in inaccurate and incomplete information in our domain name database. Despite testing, system and process failures may remain undetected or unknown, which could result in compromised customer data, loss of or delay in revenues, failure to achieve market acceptance, injury to our reputation or increased product costs, any of which could harm our business. Furthermore, the requirements for securing and renewing domain names vary from registry to registry and are subject to change. We cannot guarantee that we will be able to readily adopt and comply with the various registry requirements. Our failure or inability to properly register or maintain our customers’ domain names, even if we are not at fault, might result in significant expenses and subject us to claims of loss or to negative publicity, which could harm our business, brand and operating results.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and expectations about market growth included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Even if the markets in which we compete meet the size estimates and growth expectations included in this prospectus, our business could fail to grow for a variety of reasons, which would adversely affect our results of operations. For more information regarding the estimates of market opportunity and the expectations about market growth included in this prospectus, see “Business — Our Market.”

Evolving technologies and resulting changes in customer behavior or customer practices may impact the value of and demand for domain names.

Historically, Internet users would typically navigate to a website by directly typing its domain name into a web browser or navigation bar. The domain name serves as a branded, unique identifier not unlike a phone number or email address. People now use multiple methods in addition to direct navigation to access websites. For example, people increasingly use search engines to find and access websites as an alternative to typing a website address directly into a web browser navigation bar. People are also using social networking and microblogging sites more frequently to find and

access websites. Further, as people continue to access the Internet more frequently through applications on mobile devices, domain names become less prominent and their value may decline. These evolving technologies and changes in customer behavior may have an adverse effect on our business and prospects.

We may not be able to renew the leases on our existing facilities on terms acceptable to us, if at all, which could adversely affect our business and results of operations.

We do not own the facilities occupied by our offices but occupy them pursuant to commercial leasing arrangements. The initial terms of our main existing office lease expires over the next three years. Upon the expiration or termination of our leases, we may not be able to renew these leases on terms acceptable to us, if at all. Even if we are able to renew the leases, we expect that rental rates, which will be determined based on then-prevailing market rates with respect to the renewal option periods and which will be determined by negotiation with the landlord after the renewal option periods, may be higher than rates we currently pay under our existing lease agreements. Migrations to new facilities could also be expensive and present technical challenges that may result in downtime for our affected customers. There can also be no assurances that our plans to mitigate customer downtime for affected customers will be successful. This could damage our reputation and lead us to lose current and potential customers, which could harm our business and results of operations.

We rely on a number of third-party providers for IT infrastructure and related services, and the loss of, or problems with, one or more of these providers may impede our growth or cause us to lose customers.

Our ability to deliver services depends on third-party suppliers that provide IT infrastructure, equipment and maintenance. These suppliers must maintain adequate infrastructure and ensure access to sufficient and reliable electric power. While they typically implement measures such as backup generators and redundant systems, these protections may not limit their exposure to power shortages or outages entirely. If a supplier fails to meet its contractual obligations, such as maintaining infrastructure, providing reliable power, or delivering required services, we may be unable to provide services to customers according to our standards or at all. Any prolonged outage or failure could damage equipment, increase vulnerability to security breaches, harm our reputation, and result in the loss of current and potential customers, which would adversely affect our business and operating results.

We are subject to various laws, directives, regulations, contractual obligations and policies regarding the protection of confidentiality and appropriate use of personal information.

We are subject to a variety of laws, directives and regulations, as well as contractual obligations and policies, relating to the collection, use, retention, security, disclosure, transfer and other processing of information, including sensitive, proprietary, healthcare, financial and personal information. The regulatory framework for privacy and security issues worldwide is complex and rapidly evolving and as a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. Any failure by us, our suppliers or other parties with whom we do business to comply with our contractual commitments, policies or with regulations could result in proceedings against us by governmental entities or others. In many jurisdictions, enforcement actions and consequences for noncompliance are rising. In addition, security advocates and industry groups have regularly proposed, and may propose in the future, self-regulatory standards with which we must legally comply or that contractually apply to us. If we fail to follow these security standards even if no personal information is compromised, we may incur significant fines or experience a significant increase in costs.

Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we or our customers must comply, including but not limited to Hong Kong and the E.U. The E.U.’s data protection landscape recently changed, resulting in possible significant operational costs for internal compliance and risk to our business. The E.U. has adopted the General Data Protection Regulation (the “GDPR”) which went into effect in May 2018, and together with national legislation, regulations and guidelines of the E.U. member states, contains numerous requirements and changes from previously existing E.U. law, including the increased jurisdictional reach of the European Commission, more robust obligations on data processors and additional requirements for data protection compliance programs by companies. E.U. member states are tasked under the GDPR to enact, and have enacted, certain legislation that adds to and/or further interprets the GDPR requirements and potentially extends our obligations and potential liability for failing to meet such obligations. Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to other countries that have not been found to provide adequate protection to such personal data. While we have taken steps to mitigate the impact

on us with respect to transfers of data, such as implementing standard contractual clauses, the efficacy and longevity of these transfer mechanisms remains uncertain. The GDPR also introduced numerous privacy-related changes for companies operating in the E.U., including greater control for data subjects (for example, the “right to be forgotten”), increased data portability for E.U. consumers, data breach notification requirements and increased fines. In particular, under the GDPR, fines of up to 20 million euros or 4% of the annual global revenue of the noncompliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. Such penalties are in addition to any civil litigation claims by customers and data subjects. The GDPR requirements apply not only to third-party transactions, but also to transfers of information between us and our subsidiaries, including employee information.

Non-compliance with relevant data privacy laws, directives and regulations, such as the GDPR, could result in proceedings against us by governmental entities, customers, data subjects or others. We may also experience difficulty retaining or obtaining new European or multi-national customers due to the legal requirements, compliance cost, potential risk exposure and uncertainty for these entities, and we may experience significantly increased liability with respect to these customers pursuant to the terms set forth in our engagements with them.

Because the interpretation and application of many privacy and data protection laws along with contractually imposed industry standards are uncertain, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our services and platform capabilities. If so, in addition to the possibility of fines, lawsuits, regulatory investigations, imprisonment of company officials and public censure, other claims and penalties, significant costs for remediation and damage to our reputation, we could be required to fundamentally change our business activities and practices or modify our services and platform capabilities, any of which could have an adverse effect on our business.

In addition, we make public statements about our use and disclosure of personal information through information provided on our website, and our privacy policies. Although we endeavor to comply with our policies, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices.

Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws, regulations, contractual obligations and policies, could result in additional cost and liability to us, damage our reputation, inhibit sales and have a material and adverse effect on our business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, contractual obligations and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our services. Privacy and data security concerns, whether valid or not valid, may inhibit market adoption of our services, particularly in certain industries and foreign countries. If we are not able to adjust to changing laws, regulations and standards related to the Internet, our business may be harmed.

Customers could potentially expose us to lawsuits for their lost profits or damages, which could impair our results of operations.

Our services are critical to many of our customers’ businesses. As such, any significant disruption in our services could result in lost profits or other indirect or consequential damages to our customers. Although we generally require our customers to sign agreements that contain provisions attempting to limit our liability for service outages, we cannot be assured that a court would enforce any contractual limitations on our liability in the event that one of our customers brings a lawsuit against us as the result of a service interruption or other Internet site or application problems that they may ascribe to us. The outcome of any such lawsuit would depend on the specific facts of the case and any legal and policy considerations that we may not be able to mitigate. In such cases, we could be liable for substantial damage awards that may exceed our liability insurance coverage by unknown but significant amounts, which could materially and adversely impair our financial condition and results of operations.

We may face liability or become involved in disputes over registration and transfer of domain names and control over websites.

As a provider of web-based and cloud-based products, including as a registrar of domain names and related products, we from time to time become aware of disputes over ownership or control of customer accounts, websites or domain names. We could face potential claims of tort law liability for our failure to renew a customer’s domain. We could

also face potential tort law liability for our role in the wrongful transfer of control or ownership of accounts, websites or domain names. The safeguards and procedures we have adopted may not be successful in insulating us against liability from such claims in the future. In addition, we face potential liability for other forms of account, website or domain name “hijacking,” including misappropriation by third parties of our network of customer accounts, websites or domain names and attempts by third parties to operate accounts, websites or domain names or to extort the customer whose accounts, websites or domain names were misappropriated. Furthermore, we are exposed to potential liability as a result of our domain privacy product, wherein the identity and contact details for the domain name registrant are masked. Although our terms of service reserve our right to take certain steps when domain name disputes arise related to our privacy product, including the removal of our privacy service, the safeguards we have in place may not be sufficient to avoid liability, which could increase our costs of doing business.

Occasionally one of our customers may register a domain name that is identical or similar to a third party’s trademark or the name of a living person. These occurrences may lead to our involvement in disputes over such domain names. Disputes involving registration or control of domain names are often resolved through, among others, the Uniform Domain Name Dispute Resolution Policy (the “UDRP”) or the Internet Corporation for Assigned Names and Numbers’ (the “ICANN”) administrative process for domain name dispute resolution, or under general theories of trademark infringement or dilution. The UDRP generally does not impose liability on registrars. However, we may face liability if we act in bad faith or fail to comply in a timely manner with procedural requirements under these rules. In addition, domain name registration disputes and compliance with the procedures under the URDP typically require at least limited involvement by us and, therefore, increase our cost of doing business. The volume of domain name registration disputes may increase in the future as the overall number of registered domain names increases.

Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.

Our business is subject to regulation by various governmental agencies in Hong Kong, including agencies responsible for monitoring and enforcing compliance with various legal obligations, such as privacy and data protection-related laws and regulations, intellectual property laws, employment and labor laws, workplace safety, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws, and tax laws and regulations. In certain jurisdictions, these regulatory requirements may be more stringent than in Hong Kong. These laws and regulations impose added costs on our business. Non-compliance with applicable regulations or requirements could subject us to:

•        investigations, enforcement actions, and sanctions

•        mandatory changes to our network and solutions;

•        disgorgement of profits, fines, and damages;

•        civil and criminal penalties or injunctions;

•        claims for damages by our customers or partners;

•        termination of contracts;

•        failure to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations; and

•        temporary or permanent debarment from sales to public service organizations.

If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations, and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, results of operations, and financial condition.

Any reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices, and other penalties, which could negatively affect our business and results of operations. Changes in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause us to change our business practices. Further, our expansion into a variety of new fields also could raise a number of new regulatory issues. These factors could negatively affect our business and results of operations in material ways.

Moreover, we are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties with whom we collaborate, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.

Government regulation is continuously evolving and, depending on its evolution, may adversely affect our business and results of operations.

We are subject to varying degrees of regulation in each of the jurisdictions in which we provide services. Local laws and regulations, and their interpretation and enforcement, differ significantly among those jurisdictions. These regulations and laws may cover taxation, privacy, data protection, pricing, content, intellectual property and proprietary rights, distribution, mobile communications, electronic device certification, electronic waste, electronic contracts and other communications, consumer protection, web services, the provision of online payment services, unencumbered Internet access to our services, the design and operation of websites and the characteristics and quality of services. These laws can be costly to comply with, can be a significant diversion to management’s time and effort and can subject us to claims or other remedies, as well as negative publicity. Many of these laws were adopted prior to the advent of the Internet and related technologies and, as a result, do not contemplate or address the unique issues that the Internet and related technologies currently produce. Some of the laws that do reference the Internet and related technologies have been and continue to be interpreted by the courts, but their applicability and scope remain largely uncertain.

Any failure by us to identify, manage, complete and integrate acquisitions and other significant transactions, including dispositions, successfully could harm our business, financial condition and results of operations.

We may acquire companies or businesses, enter into strategic alliances and joint ventures and make investments to further our business (“Strategic Transactions”). Risks associated with these Strategic Transactions include the following, any of which could adversely affect our business, financial condition and results of operations:

•        If we fail to identify and successfully complete and integrate Strategic Transactions that further our strategic objectives, we may be required to expend resources to develop services and technology internally, which may put us at a competitive disadvantage.

•        Due to the inherent limitations in the due diligence process, we may not identify all events and circumstances that could impact the valuation or performance of a Strategic Transaction and cause us to incur various expenses in identifying, investigating and pursuing suitable opportunities, whether or not the transactions are completed.

•        Managing Strategic Transactions requires varying levels of management resources, which may divert our attention from other business operations.

•        We may not fully realize all or any of the anticipated benefits of any particular Strategic Transaction.

•        We may be adversely impacted by liabilities that we assume from a company we acquire or in which we invest, whether known or unknown.

•        Our organizational structure could make it difficult for us to efficiently integrate the Strategic Transactions into our on-going operations and retain and assimilate employees of our organization or those of the acquired business. If key employees depart because of integration issues, or if customers, suppliers or others seek to change their dealings with us because of these changes, our business could be negatively impacted.

•        Any such Strategic Transactions by us may result, in significant costs and expenses, including those related to severance pay, early retirement costs, employee benefit costs, charges from the elimination of duplicative facilities, other liabilities, legal, accounting and financial advisory fees and required payments to executive officers and key employees under retention plans.

•        We may issue equity or equity-linked securities or borrow to finance Strategic Transactions, and the amount and terms of any potential future acquisition-related or other dilutive issuance of equity or borrowings, as well as other factors, could negatively affect our financial condition and results of operations.

In addition, we may divest assets or businesses that are no longer a part of our strategy. These divestitures similarly require significant investment of time and resources, may disrupt our business and distract management from other responsibilities and may result in losses on disposition or continued financial involvement in the divested business, including through indemnification or other financial arrangements, for a period following the transaction, which could adversely affect our financial condition and results of operations.

We utilize open source software in providing certain services. Our use of open source software, and our contributions to open source projects, could impose limitations on our ability to provide our services, expose us to litigation, cause us to impair our assets and allow third parties to access and use software and technology that we use in our business, all of which could adversely affect our business and results of operations.

We utilize open source software in providing certain services and we expect to continue to incorporate open source software in a substantial portion of our services in the future. The terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to offer our services. Moreover, we cannot ensure that we have not incorporated additional open source software in a manner that is inconsistent with the terms of the applicable license. If we fail to comply with these licenses, or if we combine our proprietary software with open source software in a certain manner, we may be subject to certain requirements, including requirements that we offer our solutions that incorporate the open source software for no cost, that we make available the source code for modifications or derivative works we create based upon, incorporating or using the open source software, and that we license such modifications or derivative works under the terms of applicable open source licenses.

Additionally, the use and distribution of open source software can lead to greater risks than the use of third-party commercial software, as some open source projects have known vulnerabilities and open source software does not come with warranties or other contractual protections regarding infringement claims or the quality of the code. From time to time parties have asserted claims against companies that distribute or use open source software in their products and services, asserting that open source software infringes their intellectual property rights. We have been subject to suits, and could be subject to suits in the future, by parties claiming infringement of intellectual property rights with respect to what we believe to be open source software. Litigation could be costly for us to defend, and in such an event, we could be required to seek licenses from third parties to continue using such software or offering certain of our services or to discontinue the use of such software or the sale of our affected services in the event we could not obtain such licenses.

We also participate in open source projects, including contributing portions of our proprietary software code to such open source projects. Our participation in open source projects, and our use of open source solutions in certain services, could result in an impairment of design and development assets, any of which could adversely affect our business and results of operations.

Our business is dependent on our ability to continue to obtain, maintain, protect and enforce the intellectual property rights on which our business relies. If we are not successful in obtaining, maintaining, protecting and enforcing our intellectual property rights, our business and results of operations could be materially and adversely affected.

In addition to our use of open source software, we rely on copyright, trademark, service mark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our intellectual property and proprietary rights, all of which provide only limited protection. For example, we do not have any patent rights related to our tools, technology, processes and systems, and rely on confidentiality agreements to protect such proprietary rights. We cannot assure you that any future patent, copyright, trademark or service mark registrations will be issued for future applications or that any registered or unregistered copyrights, trademarks or service marks will be enforceable or provide adequate protection of our intellectual property rights. Furthermore, the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain.

We regard our trademarks, trade names and service marks as having significant value, and our brand is an important factor in the marketing of our services. We intend to rely on both registration and common law protection for our trademarks. However, we may be unable to prevent competitors from acquiring trademarks or service marks and other intellectual property rights that are similar to, infringe upon, misappropriate, violate or diminish the value of our trademarks and service marks and our other intellectual property rights. The value of our intellectual property

rights could diminish if others assert rights in or ownership of our intellectual property rights, or in trademarks that are similar to our trademarks. We also endeavor to enter into agreements with our employees, contractors and parties with whom we do business to limit access to and disclosure of our proprietary information. However, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information, including our know-how and trade secrets.

Third parties may independently develop technologies that are substantially equivalent, superior to, or otherwise competitive to the technologies we employ in our services or that infringe, misappropriate or otherwise violate our intellectual property rights. If we fail to protect our intellectual property rights adequately, our competitors may gain access to our proprietary technology and develop and commercialize substantially identical services or technologies, and the steps we have taken may not prevent unauthorized use, access, distribution, misappropriation, reverse engineering or disclosure of our intellectual property and proprietary information, including our know-how and trade secrets. Enforcement of our intellectual property rights also depends on successful legal actions against infringers and parties who misappropriate or otherwise violate our intellectual property rights, including our proprietary information and trade secrets, but these actions may not be successful, even when our rights have been infringed, misappropriated or otherwise violated. In addition, patent, trademark, copyright and trade secret protection may not be available to us in every country in which our services are available.

Despite the measures taken by us, it may be possible for a third party to copy or otherwise obtain and use our intellectual property rights, including our technology and information, without authorization. Policing unauthorized use of our technologies and other intellectual property and our services is difficult, time-consuming and costly, and litigation could become necessary in the future to protect or enforce our intellectual property and proprietary rights. Any such litigation could be time consuming and expensive to prosecute or resolve, result in substantial diversion of management attention and resources and harm our business and results of operations. Furthermore, any such litigation may ultimately be unsuccessful and could result in the impairment or loss of portions of our intellectual property and proprietary rights. Additionally, our efforts to enforce our intellectual property and proprietary rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property and proprietary rights, and if such defenses, counterclaims or countersuits are successful, we could lose valuable intellectual property rights.

Third-party claims of intellectual property right infringement, misappropriation or other violation may be costly to defend and may limit or disrupt our ability to sell our services.

Third-party claims of intellectual property right infringement, misappropriation or other violation are commonplace in technology-related industries. Companies in the technology industry, holding companies, non-practicing entities and other adverse intellectual property owners who may or may not have relevant service revenue, but are seeking to profit from royalties in connection with grants of licenses, own large numbers of patents, copyrights, trademarks, service marks and trade secrets and frequently make claims of allegations of infringement, misappropriation or other violations of intellectual property and proprietary rights and may pursue litigation against us. These or other parties could claim in the future that we have misappropriated, violated, infringed or misused intellectual property proprietary rights. We could incur substantial costs in defending any such litigation, and any such litigation, regardless of merit or outcome, could be time consuming and expensive to settle or litigate and could divert the attention of our technical and management personnel and could harm our business, results of operations and reputation. An adverse determination in any such litigation could prevent us from offering our services to our customers and may require that we procure or develop substitute services that do not infringe, misappropriate or otherwise violate, which could be costly, time-consuming or impossible, or require us to obtain a costly or unfavorable license. For any intellectual property right claim against us or our customers or such other third parties, we may have to pay damages (including treble damages and attorneys’ fees if we are found to have willfully infringed a party’s rights), indemnify our customers or such other third parties against damages or stop using technology or intellectual property found to be in violation of a third party’s rights, which could harm our business. We may be unable to replace or obtain a license for those technologies with technologies that have the same features or functionality and that are of equal quality and performance standards on commercially reasonable terms or at all. Licensing replacement technologies and intellectual property may significantly increase our operating expenses or may require us to restrict our business activities in one or more respects. We may also be required to develop alternative technology and intellectual property that is non-infringing, misappropriating or violating, which could require significant effort, time and expense and ultimately may not be an alternative that functions as well as the original or is accepted in the marketplace.

Risks Relating to our Corporate Structure

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

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

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on any foreign exchange to transfer cash between UDynamics and its Operating Subsidiary, across borders and to U.S. investors, nor there is any restrictions and limitations to distribute earnings from the Operating Subsidiary, to UDynamics and U.S. investors and amounts owed. However, the PRC government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our Operating Subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Class A Ordinary Shares, potentially rendering them worthless. Further, any limitation on the ability of our Operating Subsidiary to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

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

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

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

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

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

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

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

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

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

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

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

There are common law rights for the protection of shareholders that may be invoked, largely dependent on English common law, since the common law of the BVI is limited. Under the general rule pursuant to English common law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors. However, every shareholder is entitled to seek to have the affairs of the company conducted properly according to BVI law and the constitutional documents of the company. As such, if those who control the company have persistently disregarded the requirements of the BVI law and the constitutional documents of the company, then the courts may grant relief. Generally, the areas in which the courts will intervene are the following: (i) an act complained of which is outside the scope of the authorized business or is illegal or not

capable of ratification by the majority; (ii) acts that constitute fraud on the minority where the wrongdoers control the company; (iii) acts that infringe or are about to infringe on the personal rights of the shareholders, such as the right to vote; or (iv) where the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.

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

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

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the BVI Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Shares.”

Risks Relating to Our Class A Ordinary Shares and This Offering

The dual-class structure of our Ordinary Shares will have the effect of concentrating voting control with our Controlling Shareholder, UDiverse, which will hold in the aggregate approximately 87.9% of the voting power of our voting shares following the completion of this Offering, preventing you and other shareholders from influencing significant decisions, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. As of the date of this prospectus, UDynamics is authorized to issue 900,000,000 Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares, with 15,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote by the shareholders. Each Class A Ordinary Share has one vote and each Class B Ordinary Share has thirty votes. The Class B Ordinary Shares are convertible into Class A Ordinary Shares, in whole or in part, at any time and from time to time at the option of the holder, on the basis of one Class A Ordinary Share for each Class B Ordinary Share. The holder of Class B Ordinary Shares would have, upon conversion of its Class B Ordinary Shares into Class A Ordinary Shares, one vote per Class A Ordinary Share held on all matters submitted to a vote of our shareholders. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

Our Controlling Shareholder holds 9,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares, representing 93.4% of the aggregate voting power of our currently outstanding Ordinary Shares as of the date hereof. Upon the completion of this Offering, UDiverse, will hold approximately 87.9% of the aggregate voting power of our issued and outstanding Ordinary Shares, assuming that the underwriters do not exercise their over-allotment option. Because of the one-to-thirty voting ratio between our Class A and Class B Ordinary Shares, UDiverse will continue to control a majority of the combined voting power of our Ordinary Shares and therefore be able to control all matters submitted to our shareholders for approval so long as the Class B Ordinary Shares represent at least 51% of the voting power of all outstanding Ordinary Shares. This concentrated control will limit the ability of holders of Class A

Ordinary Shares to influence corporate matters for the foreseeable future. Furthermore, should the Company decide to issue additional Class A Ordinary Shares in the future, the one-to-thirty voting ratio between the two classes of our Ordinary Shares will result in further dilutive effect on the holders of Class A Ordinary Shares.

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

•        the election of directors;

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

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

•        our financing and dividend policy;

•        determinations with respect to our tax returns; and

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

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

UDiverse may have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. Corporate action might be taken even if other shareholders, including those who purchase shares in this Offering, oppose them. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control or other liquidity event of our Company, could deprive our shareholders of an opportunity to receive a premium for their shares of Class B Ordinary Shares as part of a sale or other liquidity event and might ultimately affect the market price of our Class A Ordinary Shares.

We cannot predict the effect our dual-class structure may have on the market price of our Class A Ordinary Shares.

We cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A Ordinary Shares, adverse publicity or other adverse consequences. For example, certain index providers have announced and implemented restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it would require new constituents of its indices to have greater than 5% of the company’s voting rights in the hands of public stockholders, and S&P Dow Jones announced that it would no longer admit companies with multiple-class share structures to certain of its indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Also in 2017, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under such announced and implemented policies, the dual-class structure of our ordinary shares would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices would not invest in our Class A Ordinary Shares. These policies are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may adversely affect valuations, as compared to similar companies that are included. Due to the dual-class structure of our ordinary shares, we will likely be excluded from certain indices and we cannot assure you that other stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A Ordinary Shares less attractive to other investors. As a result, the market price of our Class A Ordinary Shares could be adversely affected.

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

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

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

Our Class A Ordinary Shares may be prohibited from being traded on a national exchange under the HFCAA if the PCAOB is unable to inspect our auditors. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Any call for additional or more stringent criteria to be applied to U.S.-listed companies with significant operations in China, including Hong Kong could add uncertainties to our offering, business operations, share price and reputation.

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

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong.

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

On December 15, 2022, the PCAOB issued a new Determination Report which: (i) vacated the December 16, 2021 Determination Report; and (ii) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate

completely. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination. On December 29, 2022, the CAA was signed into law by then U.S. President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two.

Our auditor, FundCertify CPA Professional Corporation, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, is headquartered at 5000 Centregreen Way, Suite 500, Cary, North Carolina, 27513, United States and registered with the PCAOB. Our auditor 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. Our auditor has not yet been inspected and currently anticipates that its first PCAOB inspection will occur in 2026 or 2027. Our auditor is not affected by and not subject to the Determination Report announced by the PCAOB on December 16, 2021. However, in the event it is later determined that the PCAOB is unable to inspect or investigate completely the auditors headquartered in mainland China and Hong Kong because of a position taken by an authority in a foreign jurisdiction, such as the PRC authorities, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities.

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

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

Furthermore, Nasdaq has introduced rule amendments or proposals in response to increasing regulatory concerns. On September 3, 2025, Nasdaq filed two proposals with the SEC to introduce heightened requirements for minimum public float and capital raised during initial public offerings — particularly for companies based in Mainland China and Hong Kong — alongside stricter suspension and delisting procedures for issuers that fail to meet Nasdaq’s continued listing criteria. If adopted, these changes could raise the entry and retention thresholds for smaller issuers, especially those from Mainland China and Hong Kong.

The market price of our Class A Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance. In addition, new laws and regulations or changes in laws and regulations in both the United States and the PRC could affect our ability to list our Class A Ordinary Shares, which could materially impair the market for and market price of our Class A Ordinary Shares.

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

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

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

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

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

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

•        regulatory developments affecting us or our industry;

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

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

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

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

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

•        changes in financial estimates by securities research analysts;

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

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

•        additions to or departures of our senior management;

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

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

•        sales or perceived potential sales of additional Class A Ordinary Shares.

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

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

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

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

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

Assuming our Class A Ordinary Shares begin trading on the Nasdaq Capital Market, our Class A Ordinary Shares may be “thinly-traded,” meaning that the number of persons interested in purchasing our Class A Ordinary Shares at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we come to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. A broad or active public trading market for our Class A Ordinary Shares may not develop or be sustained.

Our existing shareholders that are not included in this registration statement will be able to sell their Class A Ordinary Shares after completion of this Offering subject to restrictions under the Rule 144.

Our existing shareholders may be able to sell their Class A Ordinary Shares under Rule 144 after completion of this Offering. Because these shareholders have paid a lower price per Class A Ordinary Share than participants in this Offering, when they are able to sell their pre-offering shares under Rule 144, they may be more willing to accept a lower sales price than the Offering Price. This fact could impact the trading price of our Class A Ordinary Shares following completion of the Offering, to the detriment of participants in this Offering. Under rule 144,

before our existing shareholders can sell their Class A Ordinary Shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of such Class A Ordinary Shares to be sold pursuant to Rule 144 during the pendency of this Offering.

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

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

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

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

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

•        reduced liquidity for our Class A Ordinary Shares;

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

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

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

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

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

Sales of substantial amounts of our Class A Ordinary Shares in the public market after the completion of this Offering, or the perception that these sales could occur, could adversely affect the market price of our Class A Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. The Class A Ordinary Shares sold in this Offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements.

There will be 21,100,000 Class A Ordinary Shares outstanding immediately after this Offering, or 21,940,000 Class A Ordinary Shares if the underwriters exercise their option to purchase additional Class A Ordinary Shares in full. Sales of these Class A Ordinary Shares into the market could cause the market price of our Class A Ordinary Shares to decline. In connection with this Offering, we, our officers, directors, and shareholders holding 5% or more of the issued and outstanding Class A and Class B Ordinary Shares have agreed not to sell any of our Class A Ordinary Shares or are otherwise subject to similar lockup restrictions for six months after the closing date without the prior written consent of the representatives of the underwriters, subject to certain exceptions. However, the underwriters may release these securities

from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A Ordinary Shares. See “Underwriting” for a more detailed description of the restrictions on selling our securities after this Offering.

We have broad discretion as to the use of the net proceeds from this Offering and our use of the offering proceeds may not yield a favorable return on your investment. Additionally, we may use these proceeds in ways with which you may not agree or in the most effective way.

We intend to use the net proceeds of this Offering for several purposes, including (i) enhancing marketing efforts and driving brand awareness to support the expansion of our blockchain solutions business; (ii) automating security assessments and integrate AI-driven monitoring tools for our cybersecurity services to facilitate the transition to subscription-based services; and (iii) funding working capital and other general corporate purposes. Accordingly, our management will have substantial discretion in applying the net proceeds to be received by us. However, based on unforeseen technical, commercial or regulatory issues, we could spend the proceeds in ways with which you may not agree. Moreover, the proceeds may not be invested effectively or in a manner that yields a favorable or any return, and consequently, this could result in financial losses that could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that we will utilize the net proceeds in a manner that enhances our value. If we fail to spend the proceeds effectively, our business and financial condition could be harmed, and there may be the need to seek additional financing sooner than expected.

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

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

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

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

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

•        the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

•        the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

•        the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

•        the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, our principal shareholders are exempt from the reporting provisions, and our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions, of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing standards.

As a foreign private issuer, we are permitted to take advantage of certain provisions in the Nasdaq rules that allow us to follow our home country law for certain governance matters. Certain corporate governance practices in our home country, the BVI, may differ significantly from corporate governance listing standards. Currently, we plan to rely on some home country practices with respect to our corporate governance after we complete this Offering. However, if we choose to follow home country practices in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

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

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 Ordinary Shares are directly or indirectly held by residents of the United States 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 principal shareholders will become subject to the reporting provisions, and our officers, directors and principal shareholders will become subject to the short-swing profit 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 Nasdaq rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange.

There can be no assurance that we will not be 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 Class A Ordinary Shares to significant adverse United States income tax consequences.

We will be classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of our gross income for such year consists of certain types of “passive” income, or (ii) 50% or more of the value of our assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “asset test”). Based upon our current and expected income and assets, including goodwill and (taking into account the expected proceeds from this Offering) the value of the assets held by our strategic investment business, the expected proceeds from this Offering as well as projections as to the market price of our Class A Ordinary Shares immediately following the completion of this Offering, we do not presently expect to be classified as a PFIC for the current taxable year or the foreseeable future.

While we do not expect to be a PFIC, because the value of our assets, for purposes of the asset test, may be determined by reference to the market price of our Class A Ordinary Shares, fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC classification for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition and classification of our income, including the relative amounts of income generated by and the value of assets of our strategic investment business as compared to our other businesses. Because there are uncertainties in the application of the relevant rules, it is possible that the U.S. Internal Revenue Service, or IRS, may challenge our classification of certain income and assets as non-passive which may result in our being or becoming a PFIC in the current or subsequent years. In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in this Offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. 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 the current taxable year or any future taxable year.

If we are a PFIC in any taxable year, a U.S. Holder (as defined in “Taxation — United States Federal Income Tax Considerations”) may incur significantly increased United States income tax on gain recognized on the sale or other disposition of our Class A Ordinary Shares and on the receipt of distributions on our Class A Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules, and such holder may be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. Holder holds our Class A Ordinary Shares, we will generally continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our Class A Ordinary Shares. For more information see “Taxation — United States Federal Income Tax Considerations — Passive Foreign Investment Company Rules.”

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an emerging growth company.

Upon completion of this Offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and the rules subsequently implemented by the SEC and the New York Stock Exchange detailed requirements concerning corporate governance practices of public companies. As a company with less than $1.235 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2012 relating to internal controls over financial reporting.

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 time and attention to our public company reporting obligations and other compliance matters. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and 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.

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our Class A Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

•        being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

•        not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting of Section 404(b) of the Sarbanes-Oxley Act;

•        not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

•        reduced disclosure obligations regarding executive compensation; and

•        exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have only provided two years of audited financial statements and have not included all the executive compensation related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We cannot predict whether investors will find our Class A Ordinary Shares less attractive if we rely on these exemptions. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile.

We will remain an emerging growth company until the earliest of (i) 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 Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. (ii) the end of the fiscal year during which we have total annual gross revenues of $1.235 billion or more, (iii) the date on which we have, during the preceding three-year period, issued more than $1.0 billion in non-convertible debt, or (iv) the last day of our fiscal year following the fifth anniversary of the completion of this Offering.

SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

•        current and future economic and political conditions;

•        expected changes in our revenues, costs or expenditures;

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

•        our expectations regarding our client base;

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

•        competition in our industry;

•        relevant government policies and regulations relating to our industry;

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

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

•        overall industry, economic and market performance;

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

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

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

USE OF PROCEEDS

Based upon the assumed initial public offering price of $6.00 per Class A Ordinary Share (the mid-point of the range set forth on the cover page of this prospectus), we estimate that UDynamics will receive net proceeds from this Offering, after deducting the underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us, of approximately $30.2 million, assuming the underwriters do not exercise their over-allotment option.

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

•        Approximately $9.1 million or 30% for the development of our blockchain-focused media tool, including CFTime, and our AI-enabled content and customer service tool, InfiniAI, to enhance marketing efforts and drive brand awareness to support the expansion of our blockchain solutions business;

•        Approximately $9.1 million or 30% for the automation of security assessments and the integration of AI-driven monitoring tools for our cybersecurity services, facilitating the transition from project-based to subscription-based services for more predictable revenue streams; and

•        The balance of $12.1 million or 40% for working capital and other general corporate purposes.

The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management, however, will have some flexibility and discretion to apply the net proceeds of this Offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus. See “Risk Factors — Risks Relating to Our Class A Ordinary Shares and This Offering — We have broad discretion as to the use of the net proceeds from this Offering and our use of the offering proceeds may not yield a favorable return on your investment. Additionally, we may use these proceeds in ways with which you may not agree or in the most effective way.”

To the extent that the net proceeds we receive from this Offering are not imminently used for the above purposes, we intend to invest in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

UDynamics, our BVI holding company, since its incorporation, has not declared or made any dividend or other distribution to its shareholders, including U.S. investors, in the past, nor has any dividend or distribution been made by our Operating Subsidiary to the BVI holding company. Furthermore, no payments of any kind (including transfers, capital contributions and loans) have been made between UDynamics and its Operating Subsidiary, or by its Operating Subsidiary to UDynamics. For the six months ended January 31, 2026 and 2025 and the years ended July 31, 2025 and 2024, our Operating Subsidiary has not declared any dividends to its then shareholders, before the incorporation of UDynamics.

We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we currently have no plan to declare or pay any dividends in the near future on our shares. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable BVI laws regarding solvency. Our board of directors will take into account general economic and business conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and other implications on the payment of dividends by us to our shareholders or by our Operating Subsidiary to us, and such other factors as our board of directors may deem relevant.

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

Our holding company relies on dividends paid by our Operating Subsidiary for its cash requirements, including funds to pay any dividends and other cash distributions to its shareholders, service any debt it may incur and pay its operating expenses. Our holding company’s ability to pay dividends to its shareholders will depend on, among other things, the availability of dividends from our Operating Subsidiary.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars. 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.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of January 31, 2026 on (i) an actual basis, and (ii) an as adjusted basis giving effect to the sale of 5,600,000 Class A Ordinary Shares in this Offering at an assumed initial public offering price of $6.00 per Class A Ordinary Share and to reflect the application of the proceeds after deducting the underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us.

UDynamics’ issued share capital is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Class A Ordinary Shares are the only class of Ordinary Shares being offered in this Offering. UDynamics currently has 15,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares issued and outstanding. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all resolutions of the shareholders and have the same rights except each Class A Ordinary Share shall entitle its holder to one vote and each Class B Ordinary Share shall entitle its holder to thirty votes. Class A Ordinary Shares and Class B Ordinary Shares are not convertible into each other. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof but Class A Ordinary Shares are not convertible into Class B Ordinary Shares.

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

____________

(1)      Gives effect to the sale of 5,600,000 Class A Ordinary Shares (excluding any over-allotment shares that may be sold pursuant to the over-allotment option) in this Offering at an assumed Offering Price of $6.00 per Class A Ordinary Share and reflects the application of the proceeds after deducting the underwriting discounts, non-accountable expense allowance and other estimated offering expenses.

Each $1.00 increase (decrease) in the assumed initial public offering price of $6.00 per Class A Ordinary Share would increase (decrease) the as adjusted amount of total capitalization by $5,152,000, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us. An increase (decrease) of 1,000,000 in the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of total capitalization by $5,520,000, assuming no change in the assumed initial public offering price per Class A Ordinary Share as set forth on the cover page of this prospectus.

DILUTION

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

As of January 31, 2026, we had a historical net tangible book value of approximately $264,589, or $0.015 per Ordinary Share (both Class A and Class B Ordinary Share). Our net tangible book value per share represents total tangible assets less total liabilities, divided by the number of Class A Ordinary Shares outstanding on January 31, 2026.

The calculation in this section assumes that 15,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares were issued and outstanding as of January 31, 2026. After giving effect to the sale of Class A Ordinary Shares in this Offering at the assumed initial public offering price of $6.00 per Class A Ordinary Share and after deducting the underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us, our as adjusted net tangible book value at January 31, 2026 would have been $30,434,823, or $1.290 per Ordinary Share. This represents an immediate increase in our as adjusted net tangible book value of $1.275 per Ordinary Share to existing investors and immediate dilution of $4.710 per Ordinary Share to new investors. The following table illustrates this dilution to new investors purchasing Ordinary Share in this Offering:

Each $1.00 increase (decrease) in the assumed initial public offering price of $6.00 per Class A Ordinary Share would increase (decrease) our as adjusted net tangible book value as of January 31, 2026, after this Offering by approximately $0.22 per Ordinary Share, and would increase (decrease) dilution to new investors by $0.78 per Ordinary Share, assuming that the number of Class A Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us.

An increase (decrease) of 1,000,000 in the number of Class A Ordinary Shares we are offering would increase (decrease) our as adjusted net tangible book value as of January 31, 2026 after this Offering by approximately $0.17 ($0.19) per Ordinary Share, and would (decrease) increase dilution to new investors by approximately ($0.17) $0.19 per Ordinary Share, assuming the assumed initial public offering price per Class A Ordinary Share, as set forth on the cover page of this prospectus remains the same, and after deducting the estimated underwriting discounts, non-accountable expense allowance and other estimated offering expenses payable by us. The as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this Offering determined at pricing.

If the underwriters exercise their over-allotment option in full, the as adjusted net tangible book value per Ordinary Share after the Offering would be $1.435, the increase in net tangible book value per Ordinary Share to existing shareholders would be $1.420, and the immediate dilution in net tangible book value per Ordinary Share to new investors in this Offering would be $4.565.

The following table summarizes, on an as adjusted basis as of January 31, 2026, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share before deducting the estimated discounts to the underwriters, non-accountable expense allowance and other estimated offering expenses payable by us.

____________

(1)      Not including over-allotment shares

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

CORPORATE HISTORY AND STRUCTURE

UDynamics is a holding company with no material operation of its own, and it conducts operations through its approximately 99.7%-owned Operating Subsidiary, namely UDomain.

UDynamics was incorporated as a BVI business company with limited liability on August 14, 2025 under the laws of the BVI. On the date of its incorporation, UDynamics was authorized to issue a maximum of 100,000 ordinary shares in a single class each with a par value of $1.00. UDynamics issued one ordinary share to its sole shareholder, UDiverse, at the consideration of $1.00.

On October 17, 2025, UDynamics effectuated a removal of the par value of each ordinary share such that it was authorized to issue a maximum of 100,000 ordinary shares of a single class with no par value. Immediately after the removal of the par value of each ordinary share on October 17, 2025, UDynamics undertook a share subdivision such that each of the then issued and unissued shares was subdivided in a ratio of 1:10,000, and following such subdivision, UDynamics was authorized to issue a maximum of 1,000,000,000 shares with no par value, with 10,000 shares in issue and held by UDiverse. Immediately after the increase in the maximum number of authorized ordinary shares of UDynamics on October 17, 2025, UDynamics further issued 17,990,000 ordinary shares to its sole shareholder, UDiverse, at the consideration of $1.00. As a result, 18,000,000 ordinary shares issued and outstanding were issued to UDiverse post-share allotment. Immediately after the share allotment on October 17, 2025, UDynamics effectuated a redesignation and reclassification of the maximum number of authorized ordinary shares from 1,000,000,000 ordinary shares of a single class into 1,000,000,000 Ordinary Shares divided into (i) 900,000,000 Class A Ordinary Shares without par value, each having one vote per share; and (ii) 100,000,000 Class B Ordinary Shares without par value, each having thirty votes per share (the “Share Redesignation”). Pursuant to the Share Redesignation, the 18,000,000 ordinary shares held by UDiverse were redesignated into 15,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares in aggregate.

On October 24, 2025, UDiverse transferred an aggregate of 6,000,000 Class A Ordinary Shares of the Company to eight shareholders, for an aggregate consideration of $150,000, each holding 750,000 Class A Ordinary Shares or 4.84% of the total issued Class A Ordinary Shares, as of the date of this prospectus.

As of the date of this prospectus, UDynamics is authorized to issue 900,000,000 Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares, with 15,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares being issued and outstanding.

On October 17, 2025, UDynamics acquired 996,647 outstanding ordinary shares of UDomain, representing approximately 99.7% of its total issued shares, from its shareholders, at a consideration of $126,978. The remaining 2,893 voting shares and 460 non-voting shares of UDomain are held by multiple individual shareholders and represent in aggregate 0.3% of the voting power and 0.3% of the total issued shares of UDomain. As a result, UDynamics acquired approximately 99.7% of the voting power and approximately 99.7% of the economic interest in UDomain. Both UDynamics and UDomain have been under the common control of the same beneficial owners before and after the acquisition.

Share Capital and Corporate Structure

UDynamics’ issued share capital is a dual-class structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Class A Ordinary Shares are the only class of Ordinary Shares being offered in this Offering. Each of the Class A Ordinary Shares has one vote per share, while each of the Class B Ordinary Shares has thirty votes per share. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the option of the holder thereof but Class A Ordinary Shares are not convertible into Class B Ordinary Shares.

We are offering 5,600,000 Class A Ordinary Shares, representing approximately 26.5% of the Class A Ordinary Shares issued and outstanding following completion of the Offering, assuming the underwriters do not exercise the over-allotment option. Following this Offering, assuming that the underwriters do not exercise their over-allotment option, approximately 26.5% of the Class A Ordinary Shares of the Company will be held by public shareholders.

The following diagram illustrates our corporate structure, including our Operating Subsidiary, as of the date of this prospectus and after giving effect to our initial public offering (assuming no exercise of the over-allotment option by the underwriters):

____________

(1)      UDiverse, a company incorporated in the BVI as a limited liability company, is an investment holding company which is owned as to 29%, 29%, 21% and 21% by Man Yee WONG, To CHEUNG, Ham CHAN and Lai Yung CHUNG (a non-executive director of UDomain), respectively. UDiverse holds 9,500,000 Class A Ordinary Shares and 2,500,000 Class B Ordinary Shares as of the date of this prospectus. The principal business address of UDiverse is Sea Meadow House, P.O. Box 116 Road Town, Tortola VG1110, British Virgin Islands.

(2)      There are eight other existing shareholders, each holding 750,000 Class A Ordinary Shares or 4.84% of the total issued Class A Ordinary Shares, as of the date of this prospectus.

Our Subsidiary

UDomain was incorporated on November 20, 1998, under the laws of Hong Kong. UDomain is a direct approximately 99.7%-owned subsidiary of UDynamics and is our operating entity.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our combined financial statements and unaudited interim condensed consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

We are a Hong Kong-based technology solutions provider with a technical heritage dating back to 1998. Our mission is to “unBLOCK the future” and “unCHAIN opportunities,” reflecting our commitment to deliver reliable, secure and scalable digital infrastructure and solutions that enable enterprises, government entities, public utilities and SMEs, to accelerate digital transformation and manage mission-critical operations with confidence.

We are recognized as a pioneer in the Hong Kong technology sector, the first web hosting company recognized by the Hong Kong government’s Chief Information Officer as a Government Public Cloud Services Provider. We have received multiple industry awards, including the Best Registrar Performance Award in 2023, the Outstanding eCommerce Excellence Award for Managed Security Service and Cloud Solution in 2018, and the Cyber Security Professionals Awards in 2017, underscoring our leadership and reputation for service excellence.

We have evolved from a traditional web hosting company into an integrated provider of a wide spectrum of technology services:

•        Cloud hosting and management services.    Encompassing both shared web hosting and dedicated cloud solutions, including multi-cloud architecture and managed cloud services.

•        IT solution services.    Providing technology-driven offerings to support secure, scalable, and innovative digital environments for customers, including:

•        Cybersecurity services.    Providing managed security services, penetration testing, vulnerability assessment, and advanced threat detection.

•        Applications development.    Delivering custom website, mobile, enterprise, and blockchain applications development.

•        Domain registration services.    Offering domain registration services that support a wide range of global and regional domain extensions.

For the six months ended January 31, 2026 and 2025, our total revenue was $3,414,333 and $3,272,375, respectively. We reported net income of $425,236 and $448,866, respectively, for the six months ended January 31, 2026 and 2025.

For the years ended July 31, 2025 and 2024, our total revenue was $6,747,036 and $6,024,766, respectively. We reported net income of $1,095,697 and $168,650, respectively, for the years ended July 31, 2025 and 2024.

Key Factors that Affect Our Results of Operations

Our results of operations and financial position have been and will continue to be affected by a number of factors, many of which may be beyond the control of our Group, including those factors set out in “Risk Factors” in this prospectus and those set out below.

Ability to attract new customers, retain existing customers and sell additional services and sell comparable gross margin services to customers

Our ability to maintain or increase our revenues and profit may be impacted by a number of factors, including our ability to attract new customers, retain existing customers and sell additional services and comparable gross margin services to our customers. In addition, as we seek to grow our customer base increasingly through outbound sales, we expect to incur higher customer acquisition costs and, to the extent we are unable to retain and sell additional services to existing customers, our revenue and results of operations may decrease.

We monitor the number of “recurring customers” as a key metric to assess the health and stability of our revenue base. We define a “recurring customer” as a customer with an active contract or subscription for our services as of the last day of the reporting period, who has completed a billing cycle and is on an automatic renewal term or has a future billing date scheduled.

We believe this metric provides useful information to investors because the size of our recurring customer base is a primary driver of our future revenue visibility and a key indicator of customer satisfaction and loyalty. A growing base of recurring customers typically signals that our services are meeting market needs and that our revenue stream is becoming more predictable and durable. Conversely, a decline in this metric could indicate competitive pressures, market saturation, or issues with customer retention that may negatively impact future financial performance.

Our management uses the recurring customer count to inform a variety of business decisions, including forecasting revenue, allocating resources toward customer support and success initiatives and evaluating the effectiveness of our retention strategies.

For the six months ended January 31, 2026 and the years ended July 31, 2025 and 2024, we had 17,662, 42,025 and 31,336 recurring customers, respectively. These recurring customers represented approximately 97.3%, 97.5% and 93.9% of the total number of the customers, respectively, for the corresponding periods. For the six months ended January 31, 2026 and the years ended July 31, 2025 and 2024, approximately $3,012,024, $6,379,146 and $5,466,292 of our revenues were generated from our recurring customers, representing 88.2%, 94.5% and 90.7% of our total revenue, respectively.

Growth in the demand for our services may be inhibited and we may be unable to profitably maintain or grow our customer base for a number of reasons, such as:

•        our inability to provide compelling services or effectively market them to new and existing customers;

•        loss of our favorable relationships with our third-party technology partners;

•        the inability of customers to differentiate our services from those of our competitors or our inability to effectively communicate such distinctions;

•        the decision of customers to host internally or in colocation facilities as an alternative to the use of our services;

•        the decision of customers to use internal or other third-party resources to manage their platforms and applications;

•        reductions in IT spending by customers or potential customers;

•        our inability to penetrate international markets;

•        a reduction in the demand for our services due to macroeconomic factors in the markets in which we operate;

•        our inability to strengthen awareness of our brand; and

•        reliability, quality or compatibility problems with our services.

Moreover, we may face difficulty retaining existing customers over the long term. Certain customer contracts, particularly within our cloud hosting services and domain registration businesses, typically have initial terms which may be renewed or automatically extended on a period-to-period basis. Our customers have no obligation to renew their services after their initial contract periods expire. As a result, we may face high rates of customer churn if we are unable to meet our customer needs, requirements and preferences.

Our costs associated with generating revenue from existing customers are generally lower than costs associated with generating revenue from new customers, and depending on the customer and the service offering, there may be substantial variation in the gross margins associated with existing and new customers. Any failure by us in continuing to attract new customers or grow our revenue from existing customers could have a material and adverse effect on our business, financial condition and results of operations.

Market competitions

The market for our services is highly competitive, quickly evolving and subject to rapid changes in technology. We expect to continue to face intense competition from our existing competitors as well as additional competition from new market entrants in the future as the market for our services continues to grow.

Our current and potential competitors vary by size, service offerings and geographic region. These competitors may elect to partner with each other or with focused companies to grow their businesses. They include:

•        global and regional providers of web hosting and cloud infrastructure, including both large-scale international platforms and local service providers;

•        providers of cybersecurity solutions and services, ranging from international security technology vendors to local managed security service firms;

•        firms specializing in application development, including those focused on blockchain and Web3 technologies, as well as a variety of local and international software development companies; and

•        domain registration service providers and online marketplaces, including both global platforms and regional registrars.

The primary competitive factors in our industry include product capabilities, security, reliability, customer service, brand reputation, and price.

Many of our current and potential competitors have substantially greater financial, technical and marketing resources; relationships with large vendor partners; larger global presence; larger customer bases; longer operating histories; greater brand recognition; and more established relationships in the industry than we do. As a result, some of these competitors may be able to:

•        develop superior products or services, gain greater market acceptance and expand their service offerings more efficiently or more rapidly;

•        adapt to new or emerging technologies and changes in customer requirements more quickly;

•        bundle their offerings, including hosting services with other services they provide at reduced prices;

•        streamline their operational structure, obtain better pricing or secure more favorable contractual terms, allowing them to deliver services and products at a lower cost;

•        take advantage of acquisition, joint venture and other opportunities more readily;

•        adopt more aggressive pricing policies and devote greater resources to the promotion, marketing and sales of their services, which could cause us to have to lower prices for certain services to remain competitive in the market; and

•        devote greater resources to the research and development of their products and services.

To the extent we face increased price competition, we may have to lower the prices of certain of our services in the future to stay competitive, while simultaneously seeking to maintain or improve our revenue and gross margin.

In addition, consolidation activity through strategic mergers, acquisitions and joint ventures may result in new competitors that can offer a broader range of products and services, may have greater scale or a lower cost structure. To the extent such consolidation results in the ability of vertically-integrated companies to offer more integrated services to customers than we can, customers may prefer the single-source approach and direct more business to such competitors, thereby impairing our competitive position. Furthermore, new entrants not currently considered to be competitors may enter the market through acquisitions, partnerships or strategic relationships. As we look to market

and sell our services to potential customers, we must convince their internal stakeholders that our services are superior to their current solutions. If we are unable to anticipate or react to these competitive challenges, our competitive position would weaken, which would adversely affect our business and results of operations.

We may from time to time enter into strategic relationships with one or more of our competitors, including third-party cloud infrastructure platform providers, and cybersecurity solutions and service providers.

Increases in labor costs in Hong Kong

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

Basis of Presentation

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

Our combined financial statements and unaudited interim condensed consolidated financial statements include the financial statements of the Company and its Operating Subsidiary. All intercompany transactions and balances among the Company and its Operating Subsidiary have been eliminated upon combination.

Key Components of Results of Operations

Comparison of Six Months Ended January 31, 2026 and 2025

Revenue

Our revenue is generated from providing cloud hosting and management services, IT solution services and domain registration services. The following table sets forth the breakdown of our revenue by service line for the six months ended January 31, 2026 and 2025, respectively:

Our total revenue remained relatively stable at $3,414,333 and $3,272,375 for the six months ended January 31, 2026 and 2025, respectively.

Cloud hosting and management services

Our revenue from providing cloud hosting and management services remained relatively stable at $2,515,353 and $2,433,638 for the six months ended January 31, 2026 and 2025, respectively.

IT solution services

Our revenue from providing IT solution services increased by $59,068 or 8.4%, from $699,943 for the six months ended January 31, 2025 to $759,011 for the six months ended January 31, 2026, which was mainly attributable to the increase in such revenue generated from our new customers by $140,265 or 156.5%, from $89,637 for the six months ended January 31, 2025 to $229,902 for the six months ended January 31, 2026 as a result of the increase in number of our new customers during the six months ended January 31, 2026, as compared with the six months ended January 31, 2025.

Domain registration services

Our revenue from providing domain registration services remained relatively stable at $139,969 and $138,794 for the six months ended January 31, 2026 and 2025, respectively.

Cost of Revenue

The following table sets forth the breakdown of our cost of revenue for the six months ended January 31, 2026 and 2025, respectively:

Our total cost of revenue was $1,919,460 and $2,045,945 for the six months ended January 31, 2026 and 2025, respectively.

Business service fees

Our business service fees mainly represented the service fees we paid to whom we engaged for the provision of technical solutions and support services in respect of cloud hosting and management services and IT solution services to us.

Our business service fees increased by $44,572 or 6.5%, from $685,076 for the six months ended January 31, 2025 to $729,648 for the six months ended January 31, 2026. This increase was mainly attributable to the increased engagement with service providers for certain business services during the six months ended January 31, 2026 to perform these functions in-house.

Hardware material cost

Our hardware material cost mainly represented the purchase of hardware material for some specific projects for our customers.

We recorded the hardware material cost of $17,108 and $9,645 for the six months ended January 31, 2026 and 2025, respectively.

Rental of rack, bandwidth and related equipment

Our rental of rack, bandwidth and related equipment mainly represented the rental expenses of rack, bandwidth and related equipment we paid to provide the cloud hosting and management services and IT solution services to our customers.

Our rental of rack, bandwidth and related equipment decreased by $82,363 or 33.0%, from $249,291 for the six months ended January 31, 2025 to $166,928 for the six months ended January 31, 2026, which was mainly attributable to the decrease in rental of rack, bandwidth and related equipment we needed to provide our services during the six months ended January 31, 2026, as compared with the six months ended January 31, 2025.

Domain registration cost

Our domain registration cost mainly represented the registration cost of the domain we paid to the domain suppliers in respect of domain registration services.

Our domain registration cost remained related stable at $108,530 and $110,248 for the six months ended January 31, 2026 and 2025, respectively.

Employee compensation and benefits expenses

Our employee compensation and benefits expenses under cost of revenue mainly consisted of salaries and other allowances and retirement benefit scheme contribution to our operational staff.

Our employee compensation and benefits expenses under cost of revenue decreased by $94,746 or 9.6%, from $991,638 for the six months ended January 31, 2025 to $896,892 for the six months ended January 31, 2026, which was mainly attributable to the decrease in number of our operational staff during the six months ended January 31, 2026, as compared with the six months ended January 31, 2025.

Gross Profit and Gross Profit Margin

The following table sets forth the breakdown of our gross profit and gross profit margin for the six months ended January 31, 2026 and 2025, respectively:

Our gross profit increased by $268,443 or 21.9%, from $1,226,430 for the six months ended January 31, 2025 to $1,494,873 for the six months ended January 31, 2026. Such increase was mainly due to the increase in our revenue and the decrease in our cost of revenue as stated above. Our gross profit margin increased from 37.5% for the six months ended January 31, 2025 to 43.8% for the six months ended January 31, 2026, which was mainly attributable to our successful sourcing of suppliers which provided more competitive pricing for the same services provided to us during the six months ended January 31, 2026.

Operating Expenses

Advertising and marketing expenses

Our advertising and marketing expenses mainly represented the advertising and promotion expenses incurred to promote our brand image and awareness.

Our advertising and marketing expenses decreased by $57,529 or 60.1%, from $95,797 for the six months ended January 31, 2025 to $38,268 for the six months ended January 31, 2026. This decrease was mainly attributable to the decrease in engagements with the third-party service provider to promote our brand image and awareness during the six months ended January 31, 2026, as compared to the six months ended January 31, 2025.

General and administrative expenses

Our general and administrative expenses mainly consisted of depreciation expenses of our property and equipment, operating lease expenses, bank charges, employee compensation and benefits expenses for our management and administrative personnel, office expenses, legal and professional fee and travelling expenses, etc.

Our general and administrative expenses increased by $262,295 or 32.0%, from $819,408 for the six months ended January 31, 2025 to $1,081,703 for the six months ended January 31, 2026. This increase was mainly attributable to the increase in our legal and professional fee incurred for our initial public offering during the six months ended January 31, 2026, as compared to the six months ended January 31, 2025. We expect our operating expenses, including, but not limited to, employee compensation and benefits expenses, to increase in the foreseeable future, as our business further grows. We expect our legal and professional fees for legal, audit, and advisory services will increase as we will incur the audit fee, legal fee and advisory fee for this Offering and subsequently as a public company upon the completion of this Offering.

Other Income, Net

Our other income, net, included interest income, other income and gain/(loss) on disposal of property and equipment. Our other income, net, decreased by $37,271 or 16.5%, from $225,656 for the six months ended January 31, 2025 to $188,385 for the six months ended January 31, 2026, which was mainly attributable to the decrease in our other income as stated below.

Other income

The following table sets forth the breakdown of our other income for the six months ended January 31, 2026 and 2025, respectively:

Our other income decreased by $38,313 or 17.1%, from $224,444 for the six months ended January 31, 2025 to $186,131 for the six months ended January 31, 2026, which was mainly attributable to the decrease in our other income from our non-ordinary workshops events we received during the six months ended January 31, 2026, as compared to the six months ended January 31, 2025.

Management fee income received from our related parties

Management fee income received from our related parties represented the income received from the provision of manpower, shared administrative expenses and office supplies to our related parties.

Our management fee income received from our related parties remained relatively stable at $174,069 and $191,186 for the six months ended January 31, 2026 and 2025, respectively.

Foreign currency exchange (loss) gain

Foreign currency exchange (loss) gain mainly represented the remeasurement of transactions and monetary assets and liabilities denominated in currencies other than the functional currency at the end of the period.

We recorded the foreign currency exchange loss of $356 for the six months ended January 31, 2026 while we recorded the foreign currency exchange gain of $8,735 for the six months ended January 31, 2025.

Others

Others mainly represented the rental income of our car parks, marketing sponsorship income and miscellaneous income.

Income Tax Expense

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

UDomain is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. Hong Kong profit tax rates are 8.25% on assessable profits up to approximately $256,542 (HK$2,000,000), and 16.5% on any part of assessable profits approximately $256,542 (HK$2,000,000). We recorded the income tax expense of $138,051 and $88,015 for the six months ended January 31, 2026 and 2025, respectively.

Net Income

As a result of the foregoing, we reported net income of $425,236 and $448,866, for the six months ended January 31, 2026 and 2025, respectively.

Comparison of Years Ended July 31, 2025 and 2024

Revenue

Our revenue is generated from providing cloud hosting and management services, IT solution services and domain registration services. The following table sets forth the breakdown of our revenue by service line for the years ended July 31, 2025 and 2024, respectively:

Our total revenue increased by $722,270 or 12.0%, from $6,024,766 for the year ended July 31, 2024 to $6,747,036 for the year ended July 31, 2025. Such increase was mainly due to (i) the increase in revenue from providing cloud hosting and management services by $396,847 or 8.4%, from $4,748,404 for the year ended July 31, 2024 to $5,145,251 for the year ended July 31, 2025; and (ii) the increase in revenue from providing IT solution services by $330,979 or 34.0%, from $972,970 for the year ended July 31, 2024 to $1,303,949 for the year ended July 31, 2025.

Cloud hosting and management services

Our revenue from providing cloud hosting and management services increased by $396,847 or 8.4%, from $4,748,404 for the year ended July 31, 2024 to $5,145,251 for the year ended July 31, 2025, which was mainly attributable to (i) the increase in such revenue generated from our recuring customers by $565,028 or 12.7%, from $4,463,049 for the year ended July 31, 2024 to $5,028,077 for the year ended July 31, 2025 as a result of the increase in number of our recurring customers by 10,744 during the year ended July 31, 2025, as compared with the year ended July 31, 2024; and (ii) and the upward adjustments in our selling price of our services we provided to our new customers by approximately 10% during the year ended July 31, 2025, which was partially offset by the decrease in such revenue

generated from our new customers by $168,181 or 58.9%, from $285,355 for the year ended July 31, 2024 to $117,174 for the year ended July 31, 2025 as a result of the decrease in number of our new customers by 889 for the year ended July 31, 2025, as compared with the year ended July 31, 2024.

IT solution services

Our revenue from providing IT solution services increased by $330,979 or 34.0%, from $972,970 for the year ended July 31, 2024 to $1,303,949 for the year ended July 31, 2025, which was mainly attributable to the increase in such revenue generated from our recurring customers by $337,553 or 45.7%, from $738,775 for the year ended July 31, 2024 to $1,076,328 for the year ended July 31, 2025 as a result of the increase in number of our recurring customers by 115 during the year ended July 31, 2025, as compared with the year ended July 31, 2024.

Domain registration services

Our revenue from providing domain registration services remained relatively stable at $297,836 and $303,392 for the years ended July 31, 2025 and 2024, respectively.

Cost of Revenue

The following table sets forth the breakdown of our cost of revenue for the years ended July 31, 2025 and 2024, respectively:

Our total cost of revenue was $4,156,713 and $4,330,283 for the years ended July 31, 2025 and 2024, respectively.

Business service fees

Our business service fees mainly represented the service fees we paid to whom we engaged for the provision of technical solutions and support services in respect of cloud hosting and management services and IT solution services to us.

Our business service fees decreased by $73,170 or 4.7%, from $1,550,141 for the year ended July 31, 2024 to $1,476,971 for the year ended July 31, 2025. This decrease was mainly attributable to the reduced engagement with service providers for certain business services as we hired additional operational staff during the year ended July 31, 2025 to perform these functions in-house.

Hardware material cost

Our hardware material cost mainly represented the purchase of hardware material for some specific projects for our customers.

We recorded the hardware material cost of $18,652 and $28,809 for the years ended July 31, 2025 and 2024, respectively.

Rental of rack, bandwidth and related equipment

Our rental of rack, bandwidth and related equipment mainly represented the rental expenses of rack, bandwidth and related equipment we paid to provide the cloud hosting and management services and IT solution services to our customers.

Our rental of rack, bandwidth and related equipment decreased by $153,583 or 24.8%, from $618,476 for the year ended July 31, 2024 to $464,893 for the year ended July 31, 2025, which was mainly attributable to the decrease in rental of rack, bandwidth and related equipment we needed to provide our services during the year ended July 31, 2025, as compared with the year ended July 31, 2024.

Domain registration cost

Our domain registration cost mainly represented the registration cost of the domain we paid to the domain suppliers in respect of domain registration services.

Our domain registration cost remained related stable at $236,485 and $246,070 for the years ended July 31, 2025 and 2024, respectively.

Employee compensation and benefits expenses

Our employee compensation and benefits expenses under cost of revenue mainly consisted of salaries and other allowances and retirement benefit scheme contribution to our operational staff.

Our employee compensation and benefits expenses under cost of revenue increased by $74,577 or 4.0%, from $1,884,939 for the year ended July 31, 2024 to $1,959,516 for the year ended July 31, 2025, which was mainly attributable to the increase in number of our operational staff during the year ended July 31, 2025, as compared with the year ended July 31, 2024.

Gross Profit and Gross Profit Margin

The following table sets forth the breakdown of our gross profit and gross profit margin for the years ended July 31, 2025 and 2024, respectively:

Our gross profit increased by $895,840 or 52.9%, from $1,694,483 for the year ended July 31, 2024 to $2,590,323 for the year ended July 31, 2025. Such increase was mainly due to the increase in our revenue as stated above. Our gross profit margin increased from 28.1% for the year ended July 31, 2024 to 38.4% for the year ended July 31, 2025, which was mainly attributable to the upward adjustments in our selling price of our services we provided to our customers during the year ended July 31, 2025.

Operating Expenses

Advertising and marketing expenses

Our advertising and marketing expenses mainly represented the advertising and promotion expenses incurred to promote our brand image and awareness.

Our advertising and marketing expenses remained relatively stable at $203,397 and $199,143, respectively, for the years ended July 31, 2025 and 2024.

Management fee income received from our related parties

Management fee income received from our related parties represented the income received from the provision of manpower, shared administrative expenses and office supplies to our related parties.

Our management fee income received from our related parties increased by $67,263 or 21.4%, from $314,618 for the year ended July 31, 2024 to $381,881 for the year ended July 31, 2025, which was mainly attributable to the increase in manpower, shared administrative services and office supplies used by our related parties due to their business needs during the year ended July 31, 2025.

Training income

Training income represented the income received from the provision of blockchain related training and workshop.

We recorded training income of $25,805 and nil for the years ended July 31, 2025 and 2024, respectively, as we have organized one and nil blockchain related training and workshop during the years ended July 31, 2025 and 2024, respectively.

Foreign currency exchange gain

Foreign currency exchange gain (loss) mainly represented the remeasurement of transactions and monetary assets and liabilities denominated in currencies other than the functional currency at the end of the period.

We recorded the foreign currency exchange gain of $10,653 and $15,873 for the years ended July 31, 2025 and 2024, respectively.

Others

Others mainly represented the rental income of our car parks, marketing sponsorship income and miscellaneous income.

We recoded others of $18,516 and $15,450 for the years ended July 31, 2025 and 2024, respectively.

Income Tax Expense

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

UDomain is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. In accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. Hong Kong profit tax rates are 8.25% on assessable profits up to approximately $254,810 (HK$2,000,000), and 16.5% on any part of assessable profits approximately $254,810 (HK$2,000,000). We recorded the income tax expense of $206,573 and $29,126 for the years ended July 31, 2025 and 2024, respectively.

Net Income

As a result of the foregoing, we reported net income of $1,095,697 and $168,650, for the years ended July 31, 2025 and 2024, respectively.

Our net cash used in operating activities amounted to $197,397 for the year ended July 31, 2024, mainly derived from (i) the decrease in amounts due to related parties of $1,129,838 as a result of the repayments to related parties of our operating expenses paid on behalf of us in the prior years; and (ii) the payment of our lease for our office of $155,622 for the year ended July 31, 2024, which was partially offset by (i) the net income for the year of $168,650; (ii) various non-cash items of $525,068, such as depreciation of property and equipment, operating lease expenses, loss on disposal of property and equipment, interest accretion on provision for asset retirement obligations, reversal of provision for current expected credit losses on accounts receivables, provision for current expected credit losses on contract assets and deferred income tax expense; (iii) the increase in contract liabilities of $222,184 as a result of the increase in billings in advance of performance obligations under contracts closer to the end of the year ended July 31, 2024, as compared to that of the year ended July 31, 2023; and (iv) the decrease in accounts receivable, net, of $134,836 as a result of more settlements by the customers closer to the end of the year ended July 31, 2024, as compared to that of the year ended July 31, 2023.

Investing Activities

Our net cash used in investing activities was $11,995 for the six months ended January 31, 2026, mainly attributable to the purchase of property and equipment of $12,008 for the six months ended January 31, 2026.

Our net cash used in investing activities was $68,721 for the six months ended January 31, 2025, mainly attributable to the purchase of property and equipment of $68,721 for the six months ended January 31, 2025.

Our net cash provided by investing activities was $1,639,881 for the year ended July 31, 2025, mainly attributable to the repayments from related parties of $1,717,070 for the year ended July 31, 2025, which was partially offset by the purchase of property and equipment of $77,189 for the year ended July 31, 2025.

Our net cash used in investing activities was $458,960 for the year ended July 31, 2024, mainly attributable to the advances to related parties of $437,681 and the purchase of property and equipment of $21,279 for the year ended July 31, 2024.

Financing Activities

Our net cash used in financing activities was $1,808,377 for the six months ended January 31, 2026, mainly attributable to repayments to related parties of $1,305,608 and payment of deferred offering cost of $502,769 for the six months ended January 31, 2026.

Our net cash used in financing activities was $644,739 for the six months ended January 31, 2025, mainly attributable to the repayments to related parties of $671,702, which was partially offset by the advance from related parties of $26,963 for the six months ended January 31, 2025.

Our net cash used in financing activities was $2,491 for the year ended July 31, 2025, mainly attributable to advances to related parties of $905,440, which was partially offset by advances from related parties of $902,949 for the year ended July 31, 2025.

Our net cash provided by financing activities was $1,160,164 for the year ended July 31, 2024, mainly attributable to the capital contributions from our shareholders of $124,184 and advances from related parties of $1,035,980 for the year ended July 31, 2024.

Trend Information

We are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our revenue, net income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

Off-Balance Sheet Arrangements

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

Commitments and Contingencies

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

The following table summarizes our contractual obligations as of January 31, 2026:

Capital Expenditures

For the six months ended January 31, 2026 and 2025 and the years ended July 31, 2025 and 2024, we purchased $12,008, $68,721, $77,189 and $21,279 of property and equipment, respectively, mainly for use in our operations.

Subsequent to January 31, 2026 and as of the date of this prospectus, we did not purchase any material property and equipment for operational use. We do not have any other material commitments to capital expenditures as of January 31, 2026 or as of the date of this prospectus.

Inflation

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

Seasonality

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

Critical Accounting Policies and Critical Accounting Judgments and Estimates

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

Critical Accounting Policies

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

Critical Accounting Estimates

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

Allowance for Current Expected Credit Losses

We have adopted the roll-rate methodology to estimate the credit losses on accounts receivable in respect of non-payment agencies and the probability of default methodology to estimate the credit losses on accounts receivable in respect of payment agencies and contract assets. The historical data is adjusted to account for forecasted changes in the macroeconomic environment in order to calculate the current expected credit loss. We have also adopted a current lifetime expected credit losses methodology to measure impairments of other financial assets, which results in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. For the six months ended January 31, 2026 and 2025, the provision for current expected credit losses on accounts receivable of $16,925 and $299, respectively, were recorded. For the years ended July 31, 2025 and 2024, the reversal of provision for current expected credit losses on accounts receivable of $492 and $1,783, respectively, were recorded.

Recent Accounting Pronouncements

See the discussion of the recent accounting pronouncements contained in Note 2 to our combined financial statements and unaudited interim condensed consolidated financial statements, “Summary of Significant Accounting Policies.”

Quantitative and Qualitative Disclosures about Market Risk and Credit Risk

Credit Risk

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

We believe that there is no significant credit risk associated with cash at banks in Hong Kong, which were held by reputable financial institutions in the jurisdiction where our Hong Kong subsidiaries are located. The Deposit Protection Scheme introduced by the Hong Kong Government insured each depositor at each bank for a maximum amount of $64,135 (HK$500,000) and has been raised to approximately $102,617 (HK$800,000) from October 1, 2024, including both principal and interest. Otherwise, these balances are not covered by insurance. As of January 31, 2026, July 31, 2025 and 2024, we had bank balance of $2,901,340, $3,807,347 and $950,081 which was maintained at Deposit Protection Scheme banks in Hong Kong, and of $2,663,264, $3,587,504 and $790,505 which was subject to credit risk, respectively. We believe that no significant credit risk exists as these financial institutions have high credit quality and we have not incurred any losses related to such deposits.

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

Liquidity Risk

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

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

Interest Rate Risk

We are exposed to cash flow interest rate risk through changes in interest rates related mainly to our bank balances. We currently do not have any interest rate hedging policy in relation to cash flow interest rate risk and the risks due to changes in interest rates is not material. The directors monitor the Group’s exposures on an ongoing basis and will consider hedging the interest rate should the need arise.

Foreign Exchange Risk

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

Market and Geographic Risk

Our major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence our business, financial condition, and results of operations.

BUSINESS

Overview

We are a Hong Kong-based technology solutions provider with a technical heritage dating back to 1998. Our mission is to “unBLOCK the future” and “unCHAIN opportunities,” reflecting our commitment to deliver reliable, secure and scalable digital infrastructure and solutions that enable enterprises, government entities, public utilities and SMEs, to accelerate digital transformation and manage mission-critical operations with confidence.

We are recognized as a pioneer in the Hong Kong technology sector, the first web hosting company recognized by the Hong Kong government’s Chief Information Officer as a Government Public Cloud Services Provider. We have received multiple industry awards, including the Best Registrar Performance Award in 2023, the Outstanding eCommerce Excellence Award for Managed Security Service and Cloud Solution in 2018, and the Cyber Security Professionals Awards in 2017, underscoring our leadership and reputation for service excellence.

We have evolved from a traditional web hosting company into an integrated provider of a wide spectrum of technology services:

•        Cloud hosting and management services.    Encompassing both shared web hosting and dedicated cloud solutions, including multi-cloud architecture and managed cloud services.

•        IT solution services.    Providing technology-driven offerings to support secure, scalable, and innovative digital environments for customers, including:

•        Cybersecurity services.    Providing managed security services, penetration testing, vulnerability assessment, and advanced threat detection.

•        Applications development.    Delivering custom website, mobile, enterprise, and blockchain applications development.

•        Domain registration services.    Offering domain registration services that support a wide range of global and regional domain extensions.

We have served over 20,000 companies since our inception. Our diversified customer base ranges from SMEs and startups to large multinational enterprises across Hong Kong, China, and the broader Asian region. Our ability to serve customers at different scales and across industries reflects our integrated capabilities. Our integrated approach, technical expertise, and customer-centric philosophy have enabled us to build enduring customer relationships and a resilient business model.

Our Market

Overview of the Technology Solutions Provider in Hong Kong

We believe that the technology services industry, particularly for integrated providers, is positioned for robust growth. The rapid digital transformation across all sectors, accelerated by the adoption of AI and cloud technologies, has created a fertile ground for companies that offer a comprehensive suite of services. As businesses evolve from using basic web hosting to leveraging complex, data-driven applications, their needs have expanded to require seamless integration between cloud infrastructure, security, and custom software development. This trend is pushing the market away from fragmented, single-service vendors and towards unified providers like us, who can act as a one-stop shop for a company’s entire technological ecosystem. The future of the industry lies in this bundled, synergistic approach to service delivery.

Demand for Technology Solutions Provider in Hong Kong

Demand is being powerfully driven by two key factors: the critical need for cybersecurity and the shift to sophisticated cloud architectures. In 2024, Hong Kong Productivity Council Cyber Security (the “HKPC Cyber Security”), commissioned by the Office of the Privacy Commissioner for Personal Data (the “PCPD”), conducted the seventh round of the survey named “Artificial Intelligence and Information Security Survey 2024” (the “PCPD Survey”); accordingly, as organizations handle ever-increasing volumes of personal and sensitive data, they are becoming more vulnerable to cyber threats. This directly fuels demand for managed security services, penetration testing, and

advanced threat detection. Furthermore, the report highlights that the complexity of AI and multi-cloud environments necessitates professional management, creating strong demand for managed cloud services. Concurrently, the need to build a unique digital presence and automate operations continues to drive demand for custom application development, from enterprise-grade platforms to emerging blockchain solutions, making application development a core pillar of industry demand.

According to the PCPD Survey, compared with 2023, surveyed enterprises are more willing to invest in cyber security. The average cyber security budget is around HK$268,600 in 2024, which is 20% more than the average budget of HK$224,500 in 2023. Looking at the results by company size, SMEs have increased their cyber security spending by 7% with an average budget of HK$121,000, and nearly all corporates (98%) have invested in cyber security in 2024. Their cyber security budget has increased significantly by 19%, raising the average spending from HK$897,300 in 2023 to around HK$1,065,800 in 2024.

According to the PCPD Survey, approximately half of the surveyed enterprises (47%) plan to enhance their cyber security in 2025, with about half of them intending to increase the use of AI technologies for this purpose as well as for data security (22%), representing around one-fifth of all enterprises. The results are encouraging as 87% of corporates plan to strengthen their cyber security in 2025, with almost half of them (46%) intending to implement that and enhance data security with an increase in the use of AI.

Furthermore, the surveyed enterprises have limited experience with AI technologies. Among those enterprises which use AI, over half of them (54%) have less than a year of experience. Only 7% of surveyed enterprises have more than three years of experience with using the technology in operations. This suggests a great potential for technology solutions provider which focus on cyber security and AI applications development in Hong Kong to expand its businesses.

Support from the Government on AI in Hong Kong

To promote the development of the local AI ecosystem, the Hong Kong government has allocated HK$3 billion for the launch of a three-year AI Subsidy Scheme to support local institutions, research and development (“R&D”) centers, government departments and other enterprises in leveraging the computing power of Cyberport’s AI Supercomputing Centre (the “AISC”) to achieve scientific breakthroughs. The AI Subsidy Scheme has been open for application since October 2024. Under the scheme, eligible users may generally be subsidized up to 70% of the service list price of the AISC. The subsidy will also be used to strengthen the cyber security and data protection of the AISC, and organize promotional and educational activities to attract non-local AI experts, enterprises and R&D projects to come to Hong Kong. Governments and regulatory bodies in many regions, including Hong Kong, are actively promoting digital resilience. This regulatory focus indirectly supports technology service providers by raising awareness among businesses about the importance of data security and robust IT infrastructure.

Our Competitive Strengths

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

Strong technical heritage and track record of innovation

We are recognized as a pioneer in the Hong Kong technology sector, the first web hosting company recognized by the Hong Kong Government Chief Information Officer as a Government Public Cloud Services Provider. With a strong technical heritage dating back to our founding in 1998, we have evolved from a traditional domain registrar into a comprehensive technology solutions provider, consistently demonstrating our ability to innovate and adapt to emerging technologies. Our longstanding presence in the market reflects our deep technical expertise and our commitment to staying at the forefront of industry trends, including the adoption and integration of cloud computing and IT solutions into our service portfolio.

Integrated multi-domain expertise enabling seamless digital transformation solutions

Our unique integration of core technology domains, namely cloud hosting and management, IT solutions including cybersecurity and applications development, and domain registration, enables us to deliver comprehensive digital transformation solutions from a single trusted provider. This integrated approach eliminates the complexity and risk

associated with managing multiple vendors, while ensuring optimal compatibility, security, and performance across all technology components. Customers benefit from a seamless experience and a unified technology strategy that supports their evolving business needs.

Established reputation for customer-centric service and industry recognition

We serve a broad and loyal customer base that spans government agencies, public utilities, multinational corporations, and SMEs across Hong Kong, China and the broader Asian region. Our ability to retain and grow relationships with such a diverse clientele is a testament not only to our service quality and technical excellence, but also to our consultative approach to customer service. By providing personalized technology advisory, digital solution design, and security readiness assessments at both pre- and post-sale stages, we foster long-term partnerships and drive strong customer retention. This customer-centric philosophy is further validated by a portfolio of industry awards and recognitions, including accolades for managed security services, cloud solutions, and customer service, underscoring our position as a trusted and respected technology partner.

Robust infrastructure and advanced security frameworks ensuring reliability and compliance

Our robust infrastructure is underpinned by direct connectivity to major network exchanges, high-availability architecture, and advanced security frameworks. We have invested in redundant network paths, and enterprise-grade hardware to ensure optimal performance and minimal downtime for mission-critical applications. Our security protocols incorporate multi-layered defenses, continuous monitoring, and compliance with industry standards, enabling us to deliver reliable, secure, and compliant solutions to customers with stringent operational and regulatory requirements. This infrastructure foundation supports our ability to provide uninterrupted service, rapid disaster recovery, and the highest levels of data protection, reinforcing our reputation as a dependable technology partner.

Our Growth Strategies

We intend to develop our business by implementing the following strategies:

Continue to expand blockchain solutions business

We intend to continue to expand our blockchain solutions business by leveraging our technical expertise to help long-term customers explore and adopt blockchain technology. Through education-led outreach and consultative engagement, we guide customers in identifying practical blockchain applications that drive business value, positioning us as a trusted partner in their digital transformation journey.

We plan to execute this expansion strategy throughout 2026 and beyond, through (i) R&D for blockchain-as-a-service enhancements; (ii) the addition of a dedicated team for client onboarding and monitoring; (iii) participation in approximately six to eight Web3, AI, and blockchain-related events in Hong Kong and the Asia-Pacific region, respectively in the forthcoming two years; and (iv) digital lead generation campaigns targeting mainly SMEs. We estimate the total investment for this blockchain expansion to be approximately $5 million. We intend to fund these activities through a combination of cash flow from existing operations and a portion of the net proceeds from the Offering. If we are unable to generate sufficient operating cash flow or if the available net proceeds are lower than anticipated, we may need to scale back our expansion timeline, reduce headcount additions, or limit our participation in industry events.

Transition to subscription-based cybersecurity services

We intend to accelerate the adoption of subscription-based cybersecurity services by automating security assessments and integrating AI driven monitoring tools. By transitioning from project-based engagements to recurring, subscription-based models, we aim to generate more predictable revenue streams and provide continuous value to our customers. Our investment in automation and AI will enable us to deliver scalable, proactive security solutions that address the evolving threat environment faced by enterprises and SMEs.

We plan to implement these initiatives through (i) R&D for the integration of AI driven monitoring tools; (ii) the addition of a dedicated team for deployment and support; (iii) hosting workshops to provide hands-on training and demonstrations, and facilitate scaling of SME adoption; and (iv) participation in cybersecurity conferences focused on AI-driven monitoring tools. We estimate the total investment for AI tool development and integration to be

approximately $5 million through the end of 2028. We intend to fund this investment through a combination of cash flow from existing operations and a portion of the net proceeds of the Offering. If we are unable to generate sufficient operating cash flow or if the available net proceeds are lower than anticipated, we may pursue alternative, lower-cost marketing channels such as webinars and virtual demonstrations.

Expand geographically into high-growth markets

We aim to expand into high-growth markets in Southeast Asia, replicating our proven business model and capitalizing on the digital transformation of SMEs in the region. We expect to leverage our existing customer base to drive cross-border solution adoption and referrals. Our strategy includes establishing local teams, building strong relationships with suppliers, and tailoring our service offerings to meet the unique needs of emerging markets. This geographic expansion is expected to diversify our revenue base and enhance our long-term growth prospects.

Further pursue education-led marketing and community engagement

We will continue to invest in education-led marketing and community engagement to drive brand awareness, generate qualified leads, and foster long-term customer relationships. Utilizing platforms such as CFTime, our blockchain-focused media tool, and InfiniAI, our AI-enabled content and customer service tool, we are able to reach targeted audiences, deliver thought leadership, and streamline customer engagement. These initiatives support efficient customer acquisition and reinforce our position as a trusted advisor in the technology sector.

Our Business

We are a Hong Kong-based technology solutions provider. We have grown from a traditional web hosting company into a multi-faceted technology enterprise specializing in cloud hosting and management services, IT solution services, and domain registration services:

Cloud Hosting and Management Services

Our cloud hosting and management services form the cornerstone of our offerings, providing scalable, secure, and high-performance infrastructure solutions tailored to a wide range of customer needs.

•        Web hosting services.    We offer shared server infrastructure optimized for SMEs and organizations establishing their digital presence in Hong Kong. Our web hosting services operate on a shared server model, where multiple websites utilize the same physical infrastructure to deliver cost-effective solutions for basic hosting needs. The platform features direct connectivity to the Hong Kong Internet eXchange (“HKIX”) with over 100Gb+ local bandwidth, ensuring high-speed access for Hong Kong-based users. Service packages are tiered to accommodate varying storage, email accounts, and data transfer requirements, with monthly pricing options from startups to enterprise-level solutions. Both Linux and Windows environments are supported, and include comprehensive email hosting, anti-spam protection, shared SSL, and regular file backups. Our web hosting services provide SMEs with a reliable, secure, and scalable platform for their online operations.

•        Cloud solutions.    Our premium cloud offerings provide dedicated virtual or physical resources with full customization capabilities, distinguishing them from shared hosting by providing resources tailored to each customer’s specific business needs. The OpenCloud service, built on OpenStack technology, enables instant deployment and flexible scaling, with configurations ranging from basic to high-performance options with varying RAM and CPU cores. Managed cloud server solutions are designed for enterprise-grade reliability, comprehensive monitoring, and optimization for high-traffic and e-commerce applications.

•        Multi-cloud solutions.    This solution allows customers to enjoy the possession of private cloud, the scalability of public cloud, and the benefits from leading global cloud providers, including AWS, Microsoft Azure, Google Cloud Platform, and Alibaba Cloud. The multi-cloud strategy provides flexible usage patterns that optimize costs across providers, enables borderless service delivery for regional performance gains, and enhances data governance and security through geographic distribution. Centralized management further reduces IT investment costs and streamlines operations.

•        Management and value-added services.    We offer a comprehensive suite of managed services and value-added solutions that enhance the performance, reliability, and scalability of our cloud hosting platforms. These include consultation-driven cloud architecture design, centralized multi-cloud management tools that streamline operations across leading platforms, and 24/7 managed services with proactive server monitoring and trilingual technical support. Additional services such as custom IT solutions and live streaming capabilities further empower businesses to meet evolving digital demands with agility and confidence.

IT Solution Services

Our IT solution services encompass a comprehensive range of technology-driven offerings designed to support enterprise digital transformation, enhance operational resilience, and safeguard critical infrastructure. Through our cybersecurity services and applications development capabilities, we deliver tailored solutions that address the evolving needs of modern organizations, enabling secure, scalable, and innovative digital environments across industries.

Cybersecurity services

As a managed security service provider (“MSSP”), we deliver a comprehensive suite of cybersecurity solutions for enterprises of all scales and disciplines, ensuring that their networks, IT infrastructure, cloud resources and applications perform at their best in a secure environment. By leveraging our expertise and advanced technologies, we position ourselves as a trusted partner for organizations seeking to minimize cyber risk, protect critical assets, and maintain business continuity in a dynamic digital environment.

•        Core security services.    We deliver tailored services including incident response, DDoS mitigation, penetration testing, web application firewalls, cloud firewalls, next-generation firewalls, secure cloud servers, phishing awareness training and simulated phishing email tests, SSL certificate management, and content delivery network (“CDN”) solutions.

•        24x7 managed security.    Our offerings are underpinned by continuous 24x7 monitoring, proactive risk assessment, regular security updates, and comprehensive vulnerability management to ensure the confidentiality, integrity, and availability of customer data and IT infrastructure. We provide customized security solutions to address the unique needs of each enterprise, including real-time intrusion prevention, firewall management, patch management, and incident response advisory.

•        Security risk assessment and audit.    We provide cybersecurity assessment and audit services tailored for government departments, government-funded organizations, and non-governmental organizations. Our services include security risk assessment and security audit, utilizing both automated vulnerability scanning and manual penetration testing by certified professionals to identify and address security risks. Our approach features customer consultation, information gathering, technical and physical security evaluations, and actionable remediation recommendations, with follow-up retesting to confirm risk reduction. We are distinguished by our third-party independence, experience with public sector customers, and commitment to long-term security partnerships.

•        Specialized security solutions.    UDetective services provide advanced threat detection capabilities using AI and machine learning technologies. The service analyzes network traffic patterns, user behavior, and system activities to identify potential security threats before they materialize into actual breaches. Vulnerability scanning services provide regular automated assessment of customer systems, identifying security weaknesses and providing prioritized remediation recommendations. The scanning includes both network-level and application-level vulnerability assessment, ensuring comprehensive security coverage.

Applications development

We offer end-to-end software solutions, integrating modern technologies with business requirements for scalable, maintainable, and secure applications.

•        Website and mobile applications development.    We offer a comprehensive suite of web and mobile application development services designed to enhance business efficiency, security, and customer engagement for corporate customers across diverse industries. Leveraging extensive experience in custom website creation, we deliver uniquely tailored digital solutions that integrate advanced technologies such as blockchain and enterprise resource planning (“ERP”) systems, supporting seamless online booking, membership management, and secure payment processing. The platform’s robust e-commerce capabilities include shopping cart functionality, inventory and order management, bonus and e-voucher systems, and flexible content management through content management system (“CMS”), enabling customers to efficiently update and control their digital presence.

We also offer InfiniAI business software suite, a modular platform designed to integrate AI into enterprise workflows. InfiniAI features tools that allow businesses to deploy large language models on private infrastructure to ensure data security and privacy, automated big-data marketing, chatbot for customer service based on internal knowledge bases, and productivity tools for email and content generation. InfiniAI was initially utilized internally to streamline customer engagement and automate knowledge delivery as discussed under the section titled “— Sales and Marketing” below, and has since been developed into a product offering integrated into our overall website and mobile application development solutions. As it is not offered as a standalone product and no customer currently subscribes solely to an AI chatbot plan, InifiniAI has not generated a material amount of revenue to date.

•        Blockchain-based solutions.    Our blockchain-based solution offering delivers a comprehensive, institutional-grade platform that enables enterprises to build, deploy, and manage blockchain ecosystems tailored to their specific business requirements. We specialize in blockchain infrastructure, smart contract development, DeFi solutions, NFT and GameFi platforms, and blockchain business consulting. We support private, public, and hybrid blockchain architectures, providing flexible options for network configuration, node hosting, and validator management. Our customers benefit from streamlined deployment processes, professional engineering support, and the ability to integrate blockchain technology into existing workflows without operational complexity.

Domain Registration Services

Domain registration is a foundational business for us, and we are recognized as one of Hong Kong’s leading domain registrars. We offer registration across a wide range of top-level domains (“TLDs”), including .com, .net, .org, .us, .hk, and .com.hk, with competitive pricing and multi-year discounts. We support both local and international domain requirements, enabling customers to establish and protect their digital presence.

Customer Success Stories

Our extensive portfolio of customer success stories exemplifies the breadth and depth of our experience serving a diverse array of customers across multiple industries and operational scales. From multinational corporations and public sector institutions to innovative startups and regional enterprises, our customers present a wide spectrum of business challenges and technology requirements. The following examples underscore the value we provide through our consultative approach, technical expertise, and commitment to supporting our customers’ digital transformation and operational resilience, reflecting the impact and trust we have established across the market.

Success story 1: AI-driven blockchain trading bot platform for a financial technology customer

A notable example of our capabilities is our engagement with a financial technology customer seeking to leverage blockchain and AI for automated trading. The customer required the development of a sophisticated trading bot platform capable of generating and deploying thousands of algorithmic trading strategies, each optimized by AI based on user-defined parameters. Our team designed and implemented a scalable, secure infrastructure that enabled the customer to rapidly test, deploy, and manage multiple trading bots in real time, with integrated performance analytics and automated strategy selection. This solution not only enhanced the customer’s operational efficiency and trading performance but also demonstrated our ability to deliver advanced, high-availability systems at the intersection of AI and blockchain technologies.

Success story 2: Zero-downtime cloud migration for a leading retail group

In another instance, we supported a major retail group in Hong Kong with the seamless migration of its mission-critical financial data systems to a secure cloud environment. The customer required a zero-downtime transition to ensure uninterrupted business operations across multiple retail locations. Leveraging our expertise in cloud architecture and migration planning, we orchestrated a phased migration process, including the creation of a parallel environment for testing and validation, followed by a carefully managed cutover with minimal service interruption. Our technical team provided end-to-end support, from initial consultation and system design to post-migration optimization and ongoing security monitoring. The successful execution of this project reinforced our reputation for reliability, technical excellence, and customer-centric service, and further strengthened our position as a trusted partner for organizations with complex IT requirements.

Sales and Marketing

We market and sell our services through a hybrid model that combines self-service online channels with a relationship-driven direct sales force. Customers may subscribe to shared web hosting and domain registration services through our websites with online order placement and payment, after which our support team provisions services and delivers credentials electronically. Tailored offerings, such as cloud hosting and IT solutions, are primarily sourced through our sales staff, who provide quotations and consultative pre-sales engagement. Our business is supported by a significant base of renewal customers, with hosting-related revenues predominantly recurring, and we complement online acquisition with account management, technical consultation and after-sales support.

Our marketing strategy emphasizes education-led outreach, content and community engagement to drive qualified leads, particularly among SMEs seeking to adopt cloud, cybersecurity, AI and blockchain technologies.

•        CFTime.    We leverage CFTime, our blockchain-focused media platform, as a marketing tool to expand brand awareness and cultivate relationships within the Web3 ecosystem through original reporting and industry coverage, which in turn supports lead generation for cybersecurity and application development projects. CFTime is utilized as a marketing tool that supports customer acquisition and brand positioning of our service offerings and is not in itself a revenue-generating product.

•        InfiniAI.    We also employ InfiniAI, an AI-enabled content and customer service tool, to augment campaign execution and customer engagement, including use cases such as AI-powered chat support and knowledge delivery that streamline lead qualification and improve conversion across our online and direct channels.

These technology-enabled touchpoints, together with word-of-mouth referrals and periodic participation in industry events and workshops, underpin a cost-efficient marketing funnel.

We differentiate our sales and marketing approach through high-touch technical support, rapid service activation and value-added advisory. Our teams provide practical IT consultation at the pre-sale and post-sale stages, assisting customers with solution design, and security readiness, which enhances retention and cross-sell into cloud and IT solution services. We further utilize automation and AI (including InfiniAI) in campaign analytics and customer workflows to scale outreach while preserving personalized service. This integrated model of self-service for standard products, consultative sales for complex solutions, and technology-enabled marketing via CFTime and InfiniAI, supports efficient customer acquisition, strong renewal dynamics and upselling across our service portfolio.

Our Pricing Models

•        Cloud hosting and management services.    Pricing is based on resource allocation, performance requirements, and subscription duration, with discounts for longer-term commitments.

•        IT solution services.    Fees are determined by project scope, complexity, and required technical resources, with milestone and final payments structured according to contract terms.

•        Domain registration.    Subscription-based annual and multi-year pricing is offered.

Customer Care

We prioritize service quality. We offer end-to-end solutions and 24x7 trilingual technical support to ensure customers receive personalized assistance from technical experts rather than automated chatbots. We take a consultative approach to our customers, acting as a trusted partner to guide them through the process with technical solutions that support them at each phase of their lifecycle and offer real-time product suggestions that are best suited to the customers’ immediate needs. The effectiveness of our model is reflected in strong customer referrals. We were also accredited with the 2018 Hong Kong Awards of Industries — Customer Service Award, outperforming nearly 100 companies.

Backing this exceptional customer service foundation, we provide service guarantees that demonstrate confidence in our hosting infrastructure and commitment to customer satisfaction. We offer a robust 99.99% uptime guarantee, ensuring maximum website availability and minimal disruption to business operations, while also providing a comprehensive 30-day money-back guarantee that allows new customers to experience our services risk-free. These guarantees, combined with our 24x7 monitoring services and dedicated technical support team, allow our customers’ businesses to operate with complete confidence, knowing that both their websites and their investment are fully protected.

Customers

Our customers primarily consist of SMEs, public sector entities, public utilities, and multinational corporations across transportation, retail, education, media, insurance and financial technology sectors in Hong Kong, China, and the broader Asian region. We have served over 20,000 companies since our inception.

For the six months ended January 31, 2026 and 2025 and the years ended July 31, 2025 and 2024, our top five customers represented 22.5%, 17.6%, 17.1% and 14.5% of our total revenue, respectively. For the six months ended January 31, 2026 and 2025 and the years ended July 31, 2025 and 2024, none of our customers represented over 10.0% of our total revenue.

We typically provide services to customers pursuant to our standard service agreements, which govern the provision of our cloud hosting and management services, IT solution services, and domain registration services. Customers typically access services by executing order forms specifying the applicable service term and pricing in accordance with our published price schedule. Customers may request service extensions upon advance written notice, subject to additional charges. Charges once paid are generally non-refundable. We generally retain the right to modify pricing and agreement terms at our discretion, with changes typically effective upon posting to our website. We may suspend

or terminate services upon customer breach, insolvency, force majeure, or other specified events, and terminate for convenience with prior written notice. Our aggregate liability to customers is typically limited to charges paid during a specified period preceding the relevant claim, and neither party is liable for indirect or consequential damages.

Suppliers

We have established strong relationships with reputable businesses across the technology solutions industry value chain and related sectors to deliver, optimize operational efficiency, and expand the technical capabilities and geographical reach of our service offerings to support long-term sustainable growth.

•        Cloud infrastructure platform partners.    We work closely with a range of prominent cloud infrastructure platform providers, which enables us to deliver enterprise-grade multi-cloud solutions tailored to the specific requirements of our customers. These collaborations allow us to leverage advanced cloud technologies and provide comprehensive services that extend beyond traditional hosting, supporting our customers’ digital transformation initiatives.

•        Telecommunications and cybersecurity partners.    We have established strategic alliances with major telecommunications and cybersecurity providers to further strengthen our comprehensive service offerings. Through these alliances, we gain exclusive access to premium network infrastructure, including next-generation enterprise-class routing with exceptionally low latency, which ensures optimal connectivity and 99.99% server availability even during cyber-attacks. These partnerships also enable us to deliver integrated cybersecurity solutions that combine DDoS protection, advanced threat detection, and a full suite of security services. As a result, we are positioned not only as a cloud service provider, but also as a MSSP.

•        Specialized technology partners.    We engage with a diverse group of specialized technology companies with expertise in areas such as AI and data analytics. Through these partnerships, we gain access to valuable technical resources, and integrate best-in-class products and services into our solutions. This approach enables us to offer customized, integrated solutions that address a broad spectrum of customer needs, enhance security and performance, and support innovation.

Our supply chain approach balances cost, resiliency, and performance, and includes multi-vendor frameworks to mitigate single-supplier risk. For the six months ended January 31, 2026 and 2025 and the years ended July 31, 2025 and 2024, purchases from our five largest suppliers in aggregate accounted for 37.5%, 35.5%, 43.9% and 41.6% of our total purchases, respectively, and purchases from our largest supplier accounted for 12.1%, 9.0%, 18.7% and 14.4%, respectively.

Our supplier agreements generally provide for pricing based on direct costs or negotiated rates, with periodic reconciliation and settlement of amounts owed. These agreements typically have multi-year initial terms with automatic renewal for successive periods unless either party provides advance written notice of non-renewal. Either party may terminate for material uncured breach or insolvency of the other party. Our supplier agreements typically include limitations on liability, excluding indirect and consequential damages and capping aggregate liability based on fees paid during a specified period preceding any claim.

Our Technologies

We leverage a disciplined, security-first stack to deliver reliable, scalable, high-performance solutions in cloud hosting, cybersecurity, and application development. The technologies below reflect platforms we use or have developed in-house to enhance service quality and efficiency.

•        Cloud monitoring platforms.    Our platforms provide real-time visibility across global infrastructure for proactive detection, capacity management, and optimized resource allocation to meet service-level objectives.

•        AI and machine learning models.    Our models enable predictive scaling and intelligent threat detection, automating adaptive defenses and improving resilience and cost efficiency across networks and applications.

To validate the algorithms in use and mitigate risks of potential algorithmic hallucinations, we employ a combination of testing and human oversight. Our machine learning platform evaluates trained models against benchmark and customer data prior to deployment and monitors ongoing predictions. The matching algorithm is validated against historical data and user feedback to enhance accuracy. We also integrate human feedback loops into our processes and conduct random manual checks on algorithm-generated content to detect inaccurate or unsupported outputs and improve the model.

•        Data collection and log analytics tools.    Centralized tools aggregate logs for comprehensive auditing and real-time performance insights, supporting diagnostics, incident response, and compliance.

•        Container orchestration and security frameworks.    Our frameworks facilitate scalable and secure deployments with zero-trust principles and automated vulnerability testing.

•        Edge and CDN technologies.    Edge and CDN technologies reduce latency and improve global performance through caching and routing optimization.

Competition

We operate in highly competitive and rapidly evolving technology solutions market. The market for these solutions is fragmented, with numerous providers offering partial or specialized services, and by intense competition from both established companies and new entrants. Technological innovation and evolving customer needs continue to drive rapid change in the industry, creating opportunities for emerging competitors to introduce point solutions or target specific market segments. Due to the breadth of our product offerings, we face competition from both narrowly focused providers of point solutions and companies offering broader, integrated platforms. Some of our technology suppliers also offer competing services. Our competitors include providers of:

•        Global and regional providers of web hosting and cloud infrastructure, including both large-scale international platforms and local service providers;

•        Providers of cybersecurity solutions and services, ranging from international security technology vendors to local managed security service firms;

•        Firms specializing in application development, including those focused on blockchain and Web3 technologies, as well as a variety of local and international software development companies; and

•        Domain registration service providers and online marketplaces, including both global platforms and regional registrars.

We believe the principal competitive factors in our industry include product capabilities, security, reliability, customer service, brand reputation, and price. We believe we compete effectively across these dimensions. However, we face risks from price competition, vendor overlap, rapid technology change, and customer shifts toward self-service solutions. For further information, see “Risk Factors.”

Research and Development

We are committed to continuous innovation through targeted R&D initiatives that enhance our service offerings and support our long-term growth strategy. Our R&D activities are focused on the application of emerging technologies, including AI, blockchain, and advanced cybersecurity solutions, to address evolving customer needs and industry trends. We allocate resources to the development of tools and the integration of third-party technologies, enabling us to deliver scalable, secure, and high-performance solutions across our cloud hosting and management and IT solutions businesses. Our technical team, comprised of experienced engineers and developers, collaborates closely with customers to identify new use cases and implement customized solutions that drive operational efficiency and business value.

Recent R&D projects have included the development of AI-powered customer service tools, such as InfiniAI, which streamlines customer engagement and automates knowledge delivery, as well as the enhancement of our blockchain infrastructure to support validator services and decentralized applications. We are also investing in the automation of cybersecurity processes, with the goal of transitioning project-based security assessments to recurring, subscription-based services. These initiatives are designed to strengthen our competitive position, expand our

addressable market, and support the delivery of differentiated, value-added services to our customers. We intend to continue investing in R&D to maintain our technological leadership and respond proactively to the rapidly changing digital landscape.

Intellectual Property

We rely on a combination of trademarks, service marks, trade secrets and contractual restrictions to protect our brand name, logos and core technologies.

As of the date of this prospectus, we have the following domain name:

We have the right to renew the domain upon expiration and plan to do so as part of our regular business operations.

As of the date of this prospectus, we have registered the following trademark:

Data Security and Protection

We have a data privacy policy in place that outlines our practices regarding the collection, use and protection of personal data in accordance with applicable data protection laws. Through our data privacy policy, our customers can learn how their data is collected, used and shared and give consent or decline for data collection when necessary. In particular, we only collect information that is necessary to provide our services, and we only process such information for

specific purposes, including service delivery, communications, security and compliance, performance improvement, and marketing and sales. We retain personal data only for as long as necessary to fulfill the purposes for which we collected it, including to comply with any legal, accounting or reporting requirements.

We have implemented appropriate technical and organizational measures to protect our customers’ personal data from unauthorized access, use or disclosure, including data encryption, firewalls and other secure software development practices. We are registered with the Asia Pacific Network Information Centre (“APNIC”), under Autonomous System Number 23881 and are licensed by the Hong Kong Office of the Communications Authority as an Internet Service Provider (“ISP”), and Internet Virtual Access Network Services (“IVANS”), operator under license number 1117, reflecting our compliance with industry standards and regulatory requirements.

Employees

As of January 31, 2026, July 31, 2025 and 2024, we had 37, 41 and 41 employees based in Hong Kong, respectively. The following table sets forth a breakdown of our employees categorized by function as of January 31, 2026:

We believe our current workforce is sufficient to support our operations and growth plans. We continue to invest in talent acquisition and development to strengthen our technical capabilities and customer engagement.

Insurance

We maintain insurance that we believe is consistent with industry standards in Hong Kong for businesses of our nature and scale. Our policies include, without limitation, property insurance, business interruption insurance, public liability insurance, and employees’ compensation insurance. We regularly review our insurance portfolio and will make adjustments as necessary to ensure continued coverage in line with our operational risks and expansion plans.

Properties

The following table sets forth the location, approximate size, primary use and lease term of our major leased facilities:

We believe these facilities are sufficient to meet our needs for the foreseeable future and that additional space, if required, will be available on commercially reasonable terms.

Seasonality

Our services historically have not been subject to seasonal variations.

Legal Proceedings

From time to time, we may be a party to legal proceedings or subject to claims arising in the ordinary course of business. As of the date of this document, we are not a party to any material legal proceedings, nor are we aware of any pending or threatened claims that would have a material adverse effect on our business, financial condition or results of operations.

REGULATIONS

This section sets forth a summary of the material laws and regulations applicable to our business operations in Hong Kong. As our Operating Subsidiary is incorporated and operates in Hong Kong, our business is subject to Hong Kong laws and regulations. Information contained in this section should not be construed as a comprehensive summary of all present nor detailed analysis of law and regulations applicable to our business.

Data Protection and Cybersecurity

The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “PDPO”), enforced by the Privacy Commissioner for Personal Data (“PCPD”), aims to protect the privacy of individuals of their personal data. The PDPO governs operations involving the collection, processing, and storage of personal data. The PDPO also imposes a statutory duty on data users to comply with the six data protection principles:

•        Principle 1 — purpose and manner of collection of personal data;

•        Principle 2 — accuracy and duration of retention of personal data;

•        Principle 3 — use of personal data;

•        Principle 4 — security of personal data;

•        Principle 5 — information to be generally available; and

•        Principle 6 — access to personal data.

Data users must obtain consent for data collection, implement security measures, and notify individuals of data breaches where required. Security risk assessments and audits align with the Hong Kong government’s IT Security Guidelines.

Non-compliance with a data protection principle may lead to a complaint to the PCPD, who may issue an enforcement notice directing the data user to remedy the contravention. Contravening an enforcement notice constitutes an offence, resulting in fines and imprisonment.

The PDPO also grants data subjects certain rights, inter alia:

•        the right to be informed of whether it is obligatory or voluntary for the individual to supply the data and the purpose for which the data is to be used;

•        if such data is held by the data user, the right to be supplied with a copy; and

•        the right to request correction of the individual personal data.

Additionally, the PDPO criminalizes the acts, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, failure to comply with data access requests, and the unauthorized disclosure of personal data obtained without the data user’s consent.

Domain Name Registration

Domain name registration services in Hong Kong are regulated by the Hong Kong Internet Registration Corporation Limited (the “HKIRC”), a non-profit organization appointed by the Hong Kong government to administer the .hk country code top-level domain. HKIRC operates through its wholly-owned subsidiary, Hong Kong Domain Name Registration Company Limited (the “HKDNRS”), which accredits registrars.

Accredited registrars must comply with HKIRC’s Registrar Agreement, including requirements for accurate registrant data, dispute resolution under the Hong Kong Domain Name Dispute Resolution Policy (modeled after ICANN’s Uniform Domain Name Dispute Resolution Policy), and measures against abusive registrations. For international domains, compliance with ICANN’s Registrar Accreditation Agreement is required through partnerships with accredited registries. Non-compliance may lead to accreditation revocation, legal disputes, or fines imposed by HKIRC or courts.

MANAGEMENT

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(1)      The appointment of the independent director nominees will become effective upon the effectiveness of the registration statement of which this prospectus forms a part.

Man Yee WONG is our chair of the Board and chief executive officer. Ms. Wong has extensive experience in cybersecurity, Web3 technologies, blockchain applications, and cloud solutions. She has served as chief executive officer and director of our Operating Subsidiary since 2023 and previously served as its deputy general manager from 2017 to 2023. In these roles, she has been responsible for overseeing daily operations, leading growth initiatives in cloud computing and digital transformation, and enhancing information security measures in alignment with global standards. She also directs strategic blockchain initiatives, leads business development activities in blockchain and cybersecurity, and focuses on delivering secure and scalable enterprise solutions. Ms. Wong holds a Bachelor of Business Administration degree from Beijing Institute of Technology and professional certifications as a Certified Blockchain and Finance Professional, a Certified Blockchain and KYC Professional, and a Certified Cryptocurrency Auditor, each awarded by the Blockchain Council.

Ham CHAN is our director and chief technology officer. Mr. Chan has served as director of our Operating Subsidiary since 2000, where he oversees corporate strategy, operational execution, and staff leadership to drive organizational goals. Mr. Chan has over 20 years of leadership experience in strategy, operations, and digital business management. His expertise spans project management, business analysis, business development, marketing, and emerging technologies, including cryptocurrency, with a focus on sustainable growth and innovation. In addition, he has served as general manager of Commercial Radio Interactive since 2007 where he was responsible for managing daily operations, setting strategic objectives, and overseeing budgets to ensure the business unit met its performance targets. Mr. Chan holds a Bachelor of Business Administration degree in management information systems from Baylor University.

To CHEUNG is our chief financial officer. Mr. Cheung is a serial entrepreneur with extensive experience in fintech, blockchain, cloud services, and cybersecurity. He founded our Operating Subsidiary in 1998 and has served as a director since its inception. In addition, he founded Commercial Radio Interactive and served as general manager from 2007 to 2012, where he launched the HongKong Toolbar, an innovative web tool for multimedia streaming and instant messaging that achieved over one million downloads. He served as chairman of the Hong Kong Wireless Technology Industry Association from 2012 to 2016 and has been honorary chairman since 2016, and was a director of Hong Kong Domain Name Registration Company Limited from 2004 to 2006. He also operates a YouTube channel with over 30,000 subscribers and is a well-known technology and blockchain influencer in Hong Kong. Mr. Cheung’s industry recognitions include the Hong Kong Web 3.0 Leader Award. He holds a Bachelor of Commerce degree, majoring in finance, from the University of British Columbia.

Wai Kong POON will serve as our independent director upon effectiveness of the registration statement of which this prospectus forms a part, and will serve as chair of the audit committee and as a member of the compensation committee and the nominating committee. Mr. Poon has over 30 years of experience in accounting and senior financial management and has served as non-executive director and independent non-executive director of several Hong Kong listed companies across a range of industries. He currently serves as company secretary of China Sandi Holdings Limited (a listed company on the Hong Kong Stock Exchange with stock code: 910). He was deputy chief financial officer of Hong Kong King Wai Group Company Limited from 2019 to 2020, overseeing all aspects of accounting and financial operations. From 2005 to 2019, Mr. Poon served as executive director, chief financial officer, and company secretary of Wing Shing International Holdings Limited (a listed company on the Hong Kong Stock Exchange with stock code: 0850), and subsequently acted as non-executive director from 2019 to 2020. Prior to these roles, he held positions as financial controller and in other accounting capacities at various companies. Mr. Poon holds a diploma in economics and a Bachelor of Science degree in economics from the University of London, a master’s degree in practicing accounting from Monash University Australia, and a Master of Business Administration and a master’s

degree in professional accounting and corporate governance from City University of Hong Kong. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and of CPA Australia, and a qualified member of The Chartered Governance Institute in the United Kingdom and Ireland.

Chun Kit YU will serve as our independent director upon effectiveness of the registration statement of which this prospectus forms a part, and will serve as chair of the nominating committee and as a member of the audit committee and the compensation committee. Mr. Yu has over 15 years of financial and accounting related experience. Mr. Yu has been a vice president of business development of SuperX AI Technology Limited (NASDAQ: SUPX) since May 2026, where he previously served as executive director and interim chief financial officer from August 2024 to May 2026. Since August 2025, Mr. Yu has also served as board secretary of BUUU Group Limited (NASDAQ: BUUU). Mr. Yu has been an independent director of Skyline Builders Group Holding Ltd (NASDAQ: KAZR) since February 2025 and previously served as independent director of QMMM Holdings Limited (NASDAQ: QMMM) from July 2025 to July 2026. Since 2018, Mr. Yu has also been serving for a number of public companies in Hong Kong, including as independent non-executive director of WK Group (Holdings) Limited (HKEX: 2535) since March 2024, independent non-executive director of Sinohope Technology Holdings Limited (HKEX: 1611) since April 2022, financial controller and company secretary of Boltek Holdings Limited (HKEX: 8601) since September 2018, and company secretary of Global Uin Intelligence Holdings Limited (HKEX: 8496) from May 2020 to June 2025. From 2016 to 2018, Mr. Yu held the position of assistant manager at Kingston Corporate Finance Limited. Prior to that, Mr. Yu was an assistant manager at KPMG from 2014 to 2015 and a senior associate at BDO from 2011 to 2014. Mr. Yu has been a member of the Hong Kong Institute of Certified Public Accountants since 2015. Mr. Yu holds a Bachelor of Business Administration (Honors) degree in accounting and finance from The Hong Kong Polytechnic University.

Sabrina FONG will serve as our independent director upon effectiveness of the registration statement of which this prospectus forms a part, and will serve as chair of the compensation committee and as a member of the audit committee and the nominating committee. Ms. Fong has served as legal and compliance manager at Credit One Finance Limited since 2016, where she leads regulatory compliance, risk assessment, policy development, and liaison with regulatory authorities. She holds a Master of Science degree in business management (leadership and innovation) from Edinburgh Napier University (University of Hong Kong School of Professional and Continuing Education), a postgraduate diploma in finance and law from the University of Hong Kong School of Professional and Continuing Education, a bachelor’s degree in business management from the University of Sunderland (Hong Kong campus).

Family Relationships

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

Chinese Communist Party Affiliations

None of the members of our board or the board of our combined foreign operating entity is an official of the Chinese Communist Party (“CCP”). None of the members of our board or the board of our combined foreign operating entity is or was a member of, or affiliated, with the CCP.

Involvement in Certain Legal Proceedings

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

Terms of Directors

Pursuant to our Memorandum and Articles of Association, each of our directors holds office for the term, if any, fixed by the resolution of members or resolution of directors appointing him/her, or until his/her earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his/her earlier death, resignation or removal.

Election of Officers

Our executive officers are appointed by, and serve at the discretion of, our board of directors.

Board of Directors

Our board of directors will consist of five directors, comprising two executive directors and three independent directors. A director is not required to hold any shares in our Company to qualify to serve as a director.

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 interested. A director must promptly disclose the 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 disclosure to the board or otherwise contained in the minutes of a meeting or a written resolution of the board or any committee of the board that a director is a shareholder, director, officer or trustee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company will be sufficient disclosure, and, after such general notice, it will not be necessary to give special notice relating to any particular transaction. A director may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested and may vote on such motion.

Board Committees

We will establish three committees under the board of directors immediately upon effectiveness: an Audit Committee, a Compensation Committee and a Nominating Committee. Even though we are exempted from corporate governance standards because we are a foreign private issuer, we have voluntarily adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee.    Our audit committee will consist of Wai Kong Poon, Chun Kit Yu, and Sabrina Fong, upon the effectiveness of their appointments. Wai Kong Poon will be the chair of our audit committee. Our board of directors has determined that each such member satisfies the “independence” requirements of Nasdaq Rule 5605 and meets the independence standards under Rule 10A-3 under the Exchange Act. Our board has also determined that Wai Kong Poon qualifies as an “audit committee financial expert” within the meaning of the SEC rules. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

•        appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

•        reviewing with the independent auditors any audit problems or difficulties and management’s response;

•        discussing the annual audited financial statements with management and the independent auditors;

•        reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

•        reviewing and approving all proposed related party transactions;

•        meeting separately and periodically with management and the independent auditors; and

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

Compensation Committee.    Our compensation committee will consist of Wai Kong Poon, Chun Kit Yu, and Sabrina Fong, upon the effectiveness of their appointments. Sabrina Fong will be the chair of our compensation committee. Our board of directors has determined that each such member satisfies the “independence” requirements under Nasdaq Rule 5605. The compensation committee will be responsible for, among other things:

•        reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

•        reviewing and recommending to the shareholders for determination with respect to the compensation of our directors;

•        reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and

•        selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nominating Committee.    Our nominating committee will consist of Wai Kong Poon, Chun Kit Yu, and Sabrina Fong, upon the effectiveness of their appointments. Chun Kit Yu will be the chair of our nominating committee. We have determined that each such member satisfies the “independence” requirements under Nasdaq Rule 5605. The nominating committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating committee will be responsible for, among other things:

•        selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

•        reviewing annually with the board the current composition of the board with regard to characteristics such as independence, knowledge, skills, experience and diversity;

•        making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and

•        advising the board periodically with regard to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.

Duties of Directors

Under BVI law, our directors owe fiduciary duties both at common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, our directors also have a duty to exercise the care, diligence and skills that a reasonable director would exercise in comparable circumstances, taking into account, without limitation, the nature of the Company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the Company acting in a manner that contravenes our Memorandum and Articles of Association or the BVI Act. See “Description of Shares — Differences in Corporate Law” for additional information on our directors’ fiduciary duties under BVI law. In fulfilling their duty of care to us, our directors must ensure compliance with our Memorandum and Articles of Association. A shareholder may in certain limited exceptional circumstances have the right to seek damages if a duty owed by our directors is breached.

Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:

•        convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;

•        declaring dividends and distributions;

•        appointing officers and determining the term of office of the officers;

•        exercising the borrowing powers of our company and mortgaging the property of our company; and

•        approving the transfer of shares in our company, including the registration of such shares in our share register.

Remuneration

The directors may receive such remuneration as our board of directors may determine from time to time. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors.

Qualification

There are no membership qualifications for directors. Further, there are no share ownership qualifications for directors. There are no other arrangements or understandings pursuant to which our directors are selected or nominated.

Meetings of directors

Our business and affairs are managed by our board of directors, who will make decisions by voting on resolutions of directors. Our directors are free to meet at such times and in such manner and places within or outside the BVI as the directors determine to be necessary or desirable. A director must be given not less than three calendar days’ notice of a meeting of directors. At any meeting of directors, a quorum will be present if not less than one half of the total number of directors is present, unless there are only two directors in which case the quorum is two. An action that may be taken by the directors at a meeting may also be taken by a resolution of directors consented to in writing by all of the directors.

Foreign Private Issuer Exemption

We are a “foreign private issuer” within the meaning of the rules under the Exchange Act. As a result, in accordance with the rules and regulations of Nasdaq, we may choose to comply with home country governance requirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. We may choose to take advantage of the following exemptions afforded to foreign private issuers:

•        Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, from providing current reports on Form 8-K disclosing significant events within four days of their occurrence, and from the disclosure requirements of Regulation FD.

•        Exemption from Section 16 reporting rules regarding sales of Ordinary Shares by beneficial owners of more than 10% of our Class A Ordinary Shares, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.

•        Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four business days of any determination to grant a waiver of the code of ethics and business conduct to directors and officers. Although we will require board approval of any such waiver, we may choose not to disclose the waiver in the manner set forth in the Nasdaq rules, as permitted by the foreign private issuer exemption.

•        Exemption from the requirement that our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

•        Exemption from the requirements that director nominees are selected, or recommended for selection by our board of directors, either by (i) independent directors constituting a majority of our board of directors’ independent directors in a vote in which only independent directors participate, or (ii) a committee comprised solely of independent directors, and that a formal written charter or board resolution, as applicable, addressing the nominations process is adopted.

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as us, may rely on our home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d), provided that we nevertheless comply with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that we have an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If we rely on our home country corporate governance practices in lieu of certain of the rules of Nasdaq, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If we choose to do so, we may utilize these exemptions for as long as we continue to qualify as a foreign private issuer.

Although we are permitted to follow certain corporate governance rules that conform to BVI requirements in lieu of many of the Nasdaq corporate governance rules, we intend to comply with the Nasdaq corporate governance rules applicable to foreign private issuers, including the requirement to hold annual meetings of shareholders.

Other Corporate Governance Matters

The Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the SEC, requires foreign private issuers, including us, to comply with various corporate governance practices. In addition, Nasdaq rules provide that foreign private issuers may follow home country practices in lieu of the Nasdaq corporate governance standards, subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities laws.

Because we are a foreign private issuer, our directors and officers are not subject to short-swing profit recovery obligations under section 16 of the Exchange Act. They will, however, be subject to the reporting obligations under section 16 of the Exchange Act and related SEC rules.

Code of Ethics and Business Conduct, Insider Trading Policy and Executive Compensation Recovery Policy

Prior to the effectiveness of the registration statement of which this prospectus is a part, we intend to adopt (i) a written code of ethics and business conduct; (ii) Insider Trading Policy 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; and (iii) Executive Compensation Recovery Policy that applies to our officers, and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions (collectively the “Policies”). We intend to disclose any amendments to the Policies, and any waivers of the Policies for our directors, executive officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.

Agreements with Executive Officers and Directors

We have entered into employment agreements with each of our executive officers. Each of our executive officers is employed for a specified time period, which can be renewed upon both parties’ agreement before the end of the current employment term. We may terminate an executive officer’s employment by giving a prior written notice or by paying certain compensation. An executive officer may terminate his or her employment at any time by giving a prior written notice.

Each executive officer has agreed to hold, unless expressly consented to by us, at all times during and after the termination of his or her employment agreement, in strict confidence and not to use, any of our confidential information or the confidential information of our consumers and suppliers. In addition, each executive officer has agreed to be bound by certain non-competition and non-solicitation restrictions for a period of one year following the last date of employment.

We have also entered into an agreement with each of our independent directors for the director appointment, under which we agree to indemnify our independent directors against any expenses incurred in connection with any proceeding arising out of, or related to, their performance of duties, other than any such losses incurred as a result of their gross negligence or willful misconduct.

Compensation of Executive Officers and Directors

For the year ended July 31, 2026, we paid an aggregate of $231,065 in cash to our executive officers, and we did not have any independent directors whose appointments will only become effective upon the effectiveness of the registration statement of which this prospectus forms a part. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers, except for contributions made by our Operating Subsidiary to the mandatory provident fund scheme under Hong Kong law.

Equity Compensation Plan Information

We have not adopted any equity compensation plans.

RELATED PARTY TRANSACTIONS

In the ordinary course of business, from time to time, we carry out transactions and enter into arrangements with related parties. Our policy is to enter into transactions with related parties on terms that, on the whole, are no more favorable, or no less favorable, than those available from unaffiliated third parties. Based on our experience in the business sectors in which we operate and the terms of our transactions with unaffiliated third parties, we believe that all of the transactions described below met this policy standard at the time they occurred. The following is a description of material transactions, or series of related material transactions, since August 1, 2022 to which we were or will be a party and in which the other parties included or will include our directors, director nominees, executive officers, holders of more than 5% of our voting securities, or any member of the immediate family of any of the foregoing persons.

Employment Agreements

See “Management — Agreements with Executive Officers and Directors” on page 102.

Other Transactions with Related Parties

The table below sets forth the related parties and the nature of their relationships with us:

Related Party Balances

Amounts due from related parties