As filed with the Securities and Exchange Commission on September 11, 2026

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

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

_____________________________

Meey Global Corp

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

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5th Floor
Building 97-99 Lang Ha
Dong Da Ward
Hanoi City, Vietnam
Telephone: +84 0249 999 2999

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

_____________________________

COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: (212) 947-7200

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

_____________________________

Copies to:

_____________________________

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

The information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the 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 jurisdiction where such offer or sale is not permitted.

Meey Global Corp

[*] Ordinary Shares

This is the initial public offering of [•] ordinary shares of par value of US$0.00001 each (the “Ordinary Shares”) of Meey Global Corp, a Cayman Islands exempted company (the “Company”). We anticipate that the initial public offering price will be between US$[*] and US$[*] per Ordinary Share.

We are a holding company incorporated as an exempted company in the Cayman Islands and conduct all our operations through our subsidiaries in Singapore and Vietnam. We are a wholly-owned subsidiary of Meey Founder Limited (“Meey Founder Ltd.”), also a holding company, incorporated as a British Virgin Islands business company, in the British Virgin Islands. As of the date of this prospectus, Mr. Hoang Mai Chung (also referred herein as “Mr. Chung”) owns 100% of the outstanding ordinary shares of Meey Founder Ltd. The Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands. Investors in our Ordinary Shares should be aware that the Ordinary Shares do not represent or constitute equity interests in our subsidiaries. Prior to this offering, there has been no public market for our Ordinary Shares. We intend to file an application to have our Ordinary Shares listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “_____.” The closing of the initial public offering is conditioned upon Nasdaq’s final approval of our listing application, and no assurance can be given that our application will be approved or that a trading market will develop.

We are an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements. We are also a “controlled company” under the Nasdaq listing rules. Please see “Implications of Being an Emerging Growth Company” and “Implications of Being a Foreign Private Issuer” and “Implications of Being a Controlled Company” beginning on page 18 of this prospectus for more information.

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(1)      We have agreed to pay the underwriters a discount equal to 7% of the gross proceeds of this offering. For a description of the compensation to be received by the underwriters, see “Underwriting” beginning on page 130.

We have granted the underwriters an option, exercisable within 45 days from the closing of the offering, to purchase up to an additional fifteen percent (15%) of the Ordinary Shares offered in this offering at the initial public offering price, less the underwriting discounts, solely to cover any over-allotments.

Investing in our Ordinary Shares is speculative and involves a high degree of risk, including the risk of losing your entire investment. See Risk Factors beginning on page 24 to read about factors you should carefully consider before buying our Ordinary Shares.

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

Delivery of the Ordinary Shares is expected to be made on or about [•], 2026.

Sole Book-Running Manager

The date of this prospectus is [•], 2026.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any related free writing prospectus that we filed with the Securities and Exchange Commission. We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, Ordinary Shares only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the sale of any ordinary shares.

We have not taken any action to permit a public offering of the Ordinary Shares outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the Ordinary Shares and the distribution of this prospectus outside of the United States.

Market and Industry Data

Except as otherwise indicated, the market and industry data, including estimates and forecasts, presented in this prospectus have been derived from an industry report entitled “Independent Market Study on Global and Vietnam’s PropTech Platform Market”, dated August 2026 (the “Frost & Sullivan Report”), which we commissioned from Frost & Sullivan Limited (“Frost & Sullivan”), an independent global market research and consulting firm. Frost & Sullivan has given, and has not withdrawn, its written consent to the inclusion in this prospectus of its name and of the market and industry information extracted from the Frost & Sullivan Report, in the form and context in which such information appears. The base year of the Frost & Sullivan Report is 2025, the historical period covered is 2021 to 2025 and the forecast period is 2026 to 2055. Market size is measured principally on a platform-revenue basis, meaning direct gross income earned by platform operators, which is a narrower measure than the total value of the digital property services ecosystem. Certain other market data in this prospectus, including data identified as based on our internal research or

RISK FACTORS

Investing in our Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as described below and elsewhere.

Business Strategy Risks

While Meey Group is endeavoring to expand their scope of services and market presence, there can be no assurance that such strategies will achieve our goals.

Meey Group is increasing their service offerings by building a comprehensive, one-stop platform that we believe addresses customers’ needs across the full property lifecycle — from initial search and discovery, through transaction facilitation, to post-transaction services such as renovation referrals, moving services, and property management. Meey Group is also attempting to increase their presence in the Vietnamese and Southeast Asian markets. However, there can be no assurance that Meey Group will be able to penetrate any new markets either as a result of increasing their service offerings or by employing strategies to expand their geographic footprint.

Meey Group engages in robust marketing campaigns to increase market awareness of Meey Group and the products and services they offer. This may not result in an increase in market share or greater revenues.

Meey Group implements comprehensive marketing and brand-building strategies designed to strengthen brand awareness, attract new users, and increase platform traffic. Their user acquisition strategy combines both online and offline marketing initiatives, converting users from free access to premium paid services through targeted campaigns and strategic partnerships. Offline marketing activities include brand events, outdoor advertising, and radio campaigns, while digital efforts focus on social media, performance marketing, and app-store optimization. A significant driver of user growth has been word-of-mouth referrals from satisfied customers and partners. We believe that the high quality and reliability of Meey Group’s platform promotes organic referral. These marketing strategies may not lead to more customers and as a result Meey Group may not achieve increased revenues.

Competition Risks

While we strive to differentiate Meey Group from their competitors to win market share, we cannot guarantee that Meey Group’s competitors may not outpace Meey Group and secure a greater customer base for similar services.

We believe Meey Group is differentiated from its competitors in the following material respects: (i) we believe Meey Groups is the only platform in Vietnam that integrates a listings marketplace (Meeyland.com) with AI-powered land planning data (Meey Map), automated valuation (Meey Value) and broker CRM (Meey CRM) in a single unified ecosystem; (ii) Meey Group has built proprietary national-scale geospatial infrastructure (Meey Atlas) that we believe that there is no direct competitive equivalent in Vietnam; and (iii) Meey Group’s data assets — accumulated across millions of property listings, land parcel queries, and valuation requests — create a data moat that strengthens their AI capabilities over time. Meey Group faces competition from players in different segments of the property transactions and services industry. Meey Group also competes with offline traditional real estate brokerage firms and services. There can be no assurance that what we perceive as Meey Group’s competitive strengths will lead to broader market acceptance than that of their competitors.

We believe Meey Group has a platform that is superior to their competitors’ offerings, however, our perception may be misguided and we may overlook advantages offered by Meey Group’s competitors’ products and services which would result in losing market share to those competitors.

We believe that Meey Gorup is strategically placed to compete in the property technology industry based on the following factors: (i) the end-to-end property solutions and services provided by them on a single platform, providing a one-stop-shop for their users in their property transactions and allowing them to capture a much higher customer engagement per transaction than other market players; (ii) the ability to deliver the full benefits of their integrated ecosystem while allowing individual products to be used on a standalone basis; (iii) the network effects and data flywheel created by their multi-sided platform, which improve AI model performance and data quality as their user base grows; (iv) strong brand recognition in Vietnam; and (v) Meey Group’s proprietary geospatial data infrastructure, which we believe has no direct competitive equivalent in the Vietnam market. However, while we strive to surveil market developments and offerings of Meey Group’s competitors, we cannot assure you that we will be able to identify all such developments and new or planned products and services launched by Meey Group’s competitors. Should we fail to keep up with the market, our competitive edge could be lost and our business plan aimed to increase revenues may not be realized.

Regulatory Risks

Meey Land has not completed the required registration of meeyland.com and meeykhach.net under Vietnam’s e-commerce regime, which may result in penalties, suspension of relevant functions and business disruption.

Meey Land operates meeyland.com and meeykhach.net, which allow third parties to post real estate listings and connect with prospective customers. Based on their current functions, we believe these platforms are intermediary e-commerce platforms under the Law on E-Commerce No. 122/2025/QH15 and Decree No. 248/2026/ND-CP. As of the date of this prospectus, Meey Land has not completed the required registration of either platform with the MOIT. Meey Land is in the process of registering meeyland.com, but there can be no assurance that the registration will be completed on time or at all. Competent authorities may impose administrative penalties and remedial measures, including requiring corrective action, suspending or terminating e-commerce functions, or taking measures affecting a domain name or mobile application. Enforcement or an interruption of either platform could reduce traffic, customer acquisition and revenue, and materially adversely affect our business and results of operations.

Meey Land has not completed the licensing or notification-confirmation procedure applicable to Meey Review under Vietnam’s social network rules, which may result in penalties or interruption of the platform.

Meey Review permits users to post, exchange and interact with views regarding real estate projects and therefore falls within the definition of a social network under Decree No. 147/2024/ND-CP. A domestic social network with at least 10,000 monthly visits or at least 1,000 regular monthly users must obtain a Social Network License, while a network below those thresholds must complete a notification procedure and obtain confirmation. As of the date of this prospectus, Meey Land has not obtained the license or confirmation applicable to Meey Review. Competent authorities may impose administrative penalties, require corrective action, revoke or require the return of the domain name, or require the platform to cease providing social network functions. Any such action could reduce user engagement and revenue and materially adversely affect our business and results of operations.

Cybersecurity and Information Technology Risks

We endeavor to maintain a comprehensive data-privacy and information-security program designed to safeguard personal and transactional data across the Meey Group ecosystem. However, we cannot assure you that Meey Group will not experience data breaches which would cause reputational harm to our brand.

At Meey Group, they maintain a comprehensive data-privacy and information-security program designed to safeguard personal and transactional data across their ecosystem. Meey Group’s security program deploys administrative, technical, and organizational measures to prevent unauthorized access, disclosure, alteration, or loss of data. Meey Group collects, stores, and processes personal data in accordance with applicable regulations on personal-data protection, their internal privacy policies, and contractual arrangements with users and partners. Meey Group applies heightened standards for sensitive data, including data belonging to minors, with explicit consent requirements and verification procedures as mandated by law. Where data is transferred cross-border, Meey Group strives to ensure such

transfers comply with applicable Vietnamese data localization and cross-border transfer requirements. However, we cannot ensure that Meey Group will not suffer a cybersecurity attack resulting in a data breach. If this were to happen, our reputation and brand names would suffer.

Meey Group is integrating artificial intelligence and machine learning into their products and services. This model could present unknown negative outcomes that would harm our products and services and result in loss of customers.

As part of our long-term digital transformation strategy, Meey Group places artificial intelligence (“AI”) and machine learning (“ML”) at the core of their technology development roadmap. They are developing AI and ML capabilities designed to leverage our proprietary real estate data assets, enhance operational efficiency, and deliver personalized, data-driven insights to users across our ecosystem. They are building machine learning models designed to predict the fair market value of real estate properties based on multiple attributes such as location, land area, legal status, property orientation, and surrounding amenities. These models are being designed to learn continuously from market data in order to detect pricing anomalies, analyze regional and historical price trends, and improve valuation accuracy over time. They are also developing AI-driven tools to assist property owners and agents in creating and publishing listings more efficiently, optimizing exposure to target audiences and improving engagement rates. Furthermore, they have begun implementing large language models (“LLMs”) to introduce natural-language interaction and intelligent knowledge retrieval capabilities across their platforms. However, there are known and unknown inherent risks associated with the implementation of AI and machine learning technology. If we fail to accurately identify such risks and proactively avoid their impact on our products and services and our offerings could be damaged or become useless.

Operational Risks

Meey Group substantially and significantly relies on a limited number of key customers for its business, in particular, Meey Group relies on one key customer for a substantial percentage of its revenue. Therefore, not only is Meey Group subject to significant customer concentration risk, the loss of its largest customer or the significant reduction of business or growth of business from its largest customer could significantly and materially adversely affect our business, financial condition and results of operations.

Meey Group’s customers are highly concentrated, and it materially relies on a limited number of key customers to generate revenue. Meey Group had limited sales transactions during the years ended March 31, 2026 and 2025. For the years ended March 31, 2026 and 2025, one customer accounted for approximately 87.0% and 72.5% of the Group’s total revenue, respectively. All of the revenue from this customer was generated from Meey Group’s software sales and technical services. Further, as of March 31, 2026, one customer accounted for approximately 93.3% of total accounts receivable. As of March 31, 2025, two customers accounted for approximately 61.5% and 32.0% of total accounts receivable, respectively.

There is no assurance that Meey Group’s major customer will continue to engage it for software sales and technical services and there is no assurance Meey Group’s major customer will continue to use Meey Group’s software and technical services in the same quantities or on the same terms as in the past. Meey Group’s services could be replaceable. Meey Group’s major customers may seek to leverage their positions to reduce their costs by demanding improved efficiency, lower pricing, more favorable terms, or specifically tailored terms of services or services offering, which may have a material adverse effect on our business, results of operations, and financial condition.

Meey Group’s major customers, including our largest customer, could significantly decrease or cease their business with Meey Group with limited or no notice, for reasons Meey Group cannot anticipate or control, such as the business condition (financial or otherwise) of any of Meey Group’s major customers, even if unrelated to Meey Group, changes in their business strategy or operations, quality of Meey Group services and the availability of competing services or products. Meey Group may not find new customers to supplement its revenue in periods when Meey Group experiences reduced demand for its software sales and technical services or recover fixed costs incurred during those periods, which could materially and adversely affect our business, financial condition and results of operations.

Meey Group’s goal is to diversify its customer base, industries coverage, revenue source and position Meey Group as a trusted service provider. However, we cannot assure you that Meey Group will be successful in diversifying its customer base and reducing its customer and industry concentration risk. Moreover, if Meey Group loses a key customer or if a customer decides to engage in a competitor, and if Meey Group is unable to secure new customers during a period of time in the future, our results of operations, financial conditions, cashflow positions may be adversely and materially impacted.

Meey Group’s operations are reliant on a limited number of suppliers.

Meey Group’s business operations are highly dependent on a limited number of suppliers. For the year ended March 31, 2026, two suppliers accounted for approximately 46.3% and 41.2% respectively of Meey Group’s total cost. All of the costs from these two suppliers were incurred for Meey Group’s technical services. There were no material purchases during the year ended March 31, 2025. Further, as of March 31, 2026, two suppliers accounted for 70.8% and 27.8% of total balance of accounts payable respectively. There were no material accounts payable balances as of March 31, 2025. Meey Group remains significantly reliant on a concentrated supplier base. This high degree of supplier concentration exposes Meey Group to multiple risks, including potential interruptions or service discontinuations by these key suppliers-which may result from financial instability, operational failures, regulatory changes, or other unforeseen circumstances-that could severely limit Meey Group’s ability to deliver its services effectively or meet customer expectations. Furthermore, changes in pricing, terms of service, or algorithmic access imposed by these suppliers could reduce Meey Group’s operational flexibility and profit margins. Should any major supplier alter its business strategy, discontinue a critical service, or terminate its relationship with Meey Group, Meey Group may not be able to secure alternative resources of comparable quality or scale on commercially reasonable terms, or in a timely manner, if at all. Such dependencies may also weaken Meey Group’s negotiating power and result in less favorable service terms.

Although Meey Group is actively seeking to diversify its supplier base and develop contingency plans, there can be no assurance that Meey Group will be able to further reduce its reliance on these major suppliers in the near future. Any adverse development affecting any of these key suppliers could therefore have a material adverse effect on our business, financial condition, results of operations, and prospects.

Our efforts and expenditures on research and development may not lead to increased revenues.

We invest significant resources in research and development to continuously advance Meey Group’s technology and improve the experience of users across their ecosystem. Meey Group’s R&D team covers a broad range of critical functions, including: market analysis and applied research; data science and AI development; system architecture and engineering; product design and UX; platform quality assurance; cloud and infrastructure engineering; mobile and web application development; and project and product management. Meey Group’s R&D efforts focus on innovation and long-term scalability. Meey Group aims to expand their AI capabilities, enhance our geospatial-mapping technologies, improve valuation and predictive-analytics models, and further integrate our platforms into a seamless, data-driven ecosystem. Such R&D results in significant expenses that may not be offset by increased revenue.

Meey Group’s efforts to manage operational risks may fail and result in a material adverse effect on our business.

We engage in systematic risk management The primary objective of our risk management function is to ensure Meey Group’s operations remain stable, sustainable, and resilient against potential adverse impacts. The risk management process is conducted on a periodic basis by Meey Group’s Internal Control and Compliance Department, in coordination with relevant functional units, to review the entire system, identify and assess potential risks, develop mitigation plans, and monitor remediation progress. We currently monitor the following categories of risks: operational risks, financial risks; technology risks; human resources risks; and, legal and regulatory risks. While our risk management framework is designed to be proactive, we may not be able to effectively when incidents occur. Any such incidents could harm our fundamental operations and result in a material adverse effect on our business.

We focus on quality control throughout our operational matrix. However, we cannot assure that our efforts to address quality control issues now or in the future will not fail which would result in a material adverse effect on our operations and products and services.

We have established a comprehensive quality control system focusing on key operational areas, including:

•        Software and Digital Product Quality Control:    Implemented from the earliest stages of development to ensure all deliverables meet technical specifications and customer expectations.

•        Internal Process and Project Quality Control:    Ensures operational consistency and efficiency across all business units and ongoing projects.

•        Supplier Quality Evaluation and Control:    Enforces a strict screening and due diligence process prior to contract execution to ensure that partners meet the Company’s quality, capability, and compliance standards.

Meey Group’s quality control operations are independently audited on an annual basis by external experts in accordance with ISO 9001 and ISO/IEC 27001 standards. Nevertheless, such quality control efforts could fail in the future which would have a negative impact on our operations and result in a material adverse effect on Meey Group’s products and services.

Meey Group’s limited operating history makes it difficult to evaluate Meey Group’s future prospects and results of operations.

Meey Group’s future success depends on its ability to achieve sustainable and profitable growth. Meey Group’s limited operating history makes it difficult to evaluate its future prospects and results of operations. In addition, fluctuations in results could make period-to-period comparisons difficult. You should consider Meey Group’s future prospects in light of the risks and challenges encountered by a company with a limited operating history. These risks and challenges include, among others:

•        the uncertainties associated with Meey Group’s ability to continue its growth and maintain profitability;

•        preserving Meey Group’s competitive position in the markets in which it operates;

•        offering consistent and high-quality services to retain and attract customers;

•        implementing our business strategies and modifying them from time to time to respond effectively to competition and changes in customer preferences;

•        enhancing awareness of the Meey Group brand and continuing to build customer loyalty; and

•        recruiting, training and retaining qualified managerial and other personnel.

If we are unsuccessful in addressing any of these risks or challenges, Meey Group’s business may be materially and adversely affected.

Risks Related to Intellectual Property Rights

Meey Group employs proprietary technology in their products and services. If a third-party were to uncover this technology and incorporate it into its offerings or otherwise misuse it, such an event would have material adverse effect on Meey Group’s products and services.

Meey Group’s platform is built on a proprietary, Vietnam-specific technology architecture designed to handle the unique characteristics of Vietnam’s real estate market — including fragmented land registries, informal brokerage networks, mixed-use urban density, and diverse transaction structures. Meey Group has developed proprietary, scalable technology platforms with features and functionality designed to deliver agents, developers, and property seekers a high-quality user experience. Their business is underpinned by constant technological innovation and investment. We invest continuously in artificial intelligence, machine learning, geospatial data infrastructure, cloud scalability, and mobile application development. Meey Group strives to maintain the secrecy of such proprietary technology. However, there can be no assurance that a third-party will not circumvent these protective measures and use Meey Group’s proprietary technology in their products or in other ways that would harm its use in our products and services. Such events would have a material adverse effect on Meey Group’s product and service offerings.

Our intellectual property is a fundamental and critical component of our business. We take measures to protect our intellectual property from being infringed or otherwise misused. However, we cannot assure you that these measures will prevent all cases of possible infringement and that we will not be forced to engage in litigation to secure our intellectual property which would take time and money and may not result in a successful legal outcome.

In order to protect our intellectual property rights, we have adopted various measures. In respect of employees, their employment agreements generally contain clauses which provide that all confidential information, trade secrets, know-how, business plans, software, and documentation are non-transferable and subject to confidentiality obligations. In relation to independent contractors which deal with our intellectual property, Meey Group contracts contain clauses which provide that all intellectual property rights in materials, code, or documents created by the contractor will belong to us. These contracts can be breached resulting in infringement and misuse of our intellectual property. We would need to pursue legal and equitable remedies to secure our intellectual property rights which would take time and monetary resources and may not result in successful outcomes.

Our ability to protect our intellectual property and proprietary technology is uncertain.

We rely primarily on patent, trademark and trade secret laws, as well as confidentiality and non-disclosure agreements, to protect our proprietary technologies and intellectual property. As of this filing, Meey Group held a total of [•] issued patents in [Vietnam]. The patents expire between [•] and [•], subject to any patent extensions that may be available for such patents. The rights granted to Meey Group under such patents may not be meaningful or provide Meey Group with any commercial advantage. In addition, those rights could be opposed, contested or circumvented by their competitors, or be declared invalid or unenforceable in judicial or administrative proceedings. The failure of Meey Group’s patents to adequately protect their technology might make it easier or cheaper for their competitors to offer the same or similar products or technologies. Even if Meey Group is successful in receiving patent protection for certain products and processes, their competitors may be able to design around these patents or develop products that provide outcomes which are comparable or superior to Meey Group’s without infringing on our intellectual property rights.

We rely on trademarks and trade names to distinguish Meey Group’s products from the products of their competitors. Third parties may challenge Meey Group’s use of the trademarks. In the event that these trademarks are successfully challenged, we could be forced to rebrand Meey Group’s products, which could result in loss of brand recognition, and could require us to devote additional resources to marketing new brands. Further, we cannot assure you that competitors will not infringe upon our trademarks, or that we will have adequate resources to enforce our trademarks.

We also rely on trade secrets, know-how and technology, which are not protectable by patents, to maintain our competitive position. We try to protect this information by entering into confidentiality agreements and intellectual property assignment agreements with our officers, employees, contractors and other service providers regarding our intellectual property and proprietary technology. In the event of unauthorized use or disclosure or other breaches of those agreements, we may not be provided with meaningful protection for our trade secrets or other proprietary information. In addition, our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our commercial partners, collaborators, officers, employees, contractors and other service providers use intellectual property owned by others in their work for Meey Group, disputes may arise as to the rights in the related or resulting know-how and inventions. If any of our trade secrets, know-how or other technologies not protected by a patent were to be disclosed to or independently developed by a competitor, our business, financial condition and results of operations could be materially adversely affected.

If a competitor infringes upon one of our patents, trademarks or other intellectual property rights, enforcing those patents, trademarks and other rights may be costly, difficult and time consuming. Patent law relating to the scope of claims in the industry in which Meey Group operates is subject to rapid change and constant evolution and, consequently, patent positions in Meey Group’s industry can be uncertain. Even if successful, litigation to defend our patents and trademarks against challenges or to enforce our intellectual property rights could be expensive and time consuming and could divert our management’s attention from managing our business. Moreover, we may not have sufficient resources or desire to defend our patents or trademarks against challenges or to enforce our intellectual property rights. Litigation also puts our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing. Additionally, we may provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially valuable. The occurrence of any of these events may harm our business, financial condition and operating results.

If we are unable to protect the confidentiality of our proprietary information, the value of our technology and products could be adversely affected.

In addition to patented technology, we rely on our unpatented technology, trade secrets and know-how. We generally seek to protect this information by confidentiality, non-disclosure and assignment of invention agreements with our officers, employees, contractors and other service providers and with parties with which we do business. These agreements may be breached, which breach may result in the misappropriation of such information, and we may not have adequate remedies for any such breach. We cannot be certain that the steps we have taken will prevent unauthorized use or reverse engineering of our technology.

Moreover, our trade secrets may be disclosed to or otherwise become known or be independently developed by competitors. To the extent that our officers, employees, contractors, other service providers, or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. If, for any of the above reasons, our intellectual property is disclosed or misappropriated, it would harm our ability to protect our rights and have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to our Financial Results

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of March 19, 2026, the Company had an accumulated deficit, and negative cash flows from operations. The Company expects to incur significant costs in pursuit of its initial public offering. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to address this uncertainty through its planned initial public offering. However, there is no assurance that the Company’s plans to raise capital or to consummate a public offering will be successful. If the Company is unable to raise sufficient financing, the Company will be required to reduce certain spendings or be unable to fund capital expenditures, which would have a material adverse effect on the Company’s financial position, results of operations, and cash flows.

We will need to generate significant sales to achieve profitable operations.

We intend to increase our operating expenses substantially in connection with the planned expansion of Meey Group’s business, establishment of their sales and marketing infrastructure, their ongoing research and development activities, and the commensurate development of our management and administrative functions, but there is no guarantee that we will succeed in these endeavors. Meey Group will need to generate significant sales to achieve profitability and might not be able to do so. Even if Meey Group does generate significant sales, we might not be able to achieve, sustain or increase profitability on a quarterly or annual basis in the future. If Meey Group’s sales grow more slowly than we expect, or if our operating expenses exceed our expectations, our business, financial condition and results of operations may be adversely affected.

If business growth falls short of expectations, we may need to obtain additional capital to fund our growth, operations, and obligations.

We may require additional capital to fund Meey Group’s growth, operations, and obligations if our growth plan falls short or takes more time than we anticipate. As Meey Group’s business has grown, they have managed periods of tight liquidity by accessing capital from our shareholders and their affiliates. Our capital requirements will depend on several factors, including:

•        Meey Group’s ability to enter into new agreements with customers or to extend the terms of their existing agreements with customers, and the terms of such agreements;

•        the success of Meey Group’s sales efforts;

•        our working capital requirements related to the costs of inventory and accounts receivable;

•        costs of recruiting and retaining qualified personnel;

•        expenditures and investments to implement our business strategy; and

•        the identification and successful completion of acquisitions.

We may seek additional funds through equity or debt offerings and/or borrowings under additional notes payable, lines of credit or other sources. We do not know whether additional financing will be available on commercially acceptable terms or at all, when needed. For example, increases in interest rates could negatively impact the costs of seeking additional funds through debt offerings and/or borrowings. If adequate funds are not available or are not available on commercially acceptable terms, our ability to fund Meey Group’s operations, support the growth of Meey Group’s business or otherwise respond to competitive pressures could be significantly delayed or limited, which could materially adversely affect our business, financial condition or results of operations.

Risks Related to this Offering and Ownership of Our Ordinary Shares

An active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly.

Prior to this offering, there has been no public market for our Ordinary Shares. We cannot assure you that a liquid public market for our Ordinary Shares will be established. If an active public market for our Ordinary Shares does not occur following the completion of this offering, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. The initial public offering price for our Ordinary Shares in this offering was determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of our Ordinary Shares after this offering will not decline below the initial public offering price. As a result, investors in our Ordinary Shares may experience a significant decrease in the value of their Ordinary Shares.

We may not be able to satisfy the Nasdaq listing rules requirements or maintain a listing of our Ordinary Shares on the Nasdaq Capital Market which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.

We have applied to list our Ordinary Shares on the Nasdaq Capital Market and the closing of this offering is conditioned upon the approval of Nasdaq of our listing. For approval of our application to list and in order to continue listing our Ordinary Shares on the Nasdaq Capital Market, we must maintain certain financial and Ordinary Share price levels and we may be unable to meet these requirements now or in the future. Even if our Ordinary Shares are initially listed, we cannot assure you that our Ordinary Shares will continue to be listed on the Nasdaq Capital Market in the future.

If Nasdaq delists our Ordinary Shares from trading on its exchange and we are not able to list our Ordinary Shares on another national securities exchange, we expect our Ordinary Shares could be quoted on an over-the-counter market. However, if we were to be delisted from Nasdaq, we could face significant material adverse consequences, including:

•        investors disposing of our Ordinary Shares;

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

•        reduced liquidity for our Ordinary Shares;

•        reduced availability of information concerning the trading prices and volume of our Ordinary Shares;

•        fewer broker-dealers willing to execute trades in our Ordinary Shares;

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

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional Ordinary Shares or obtain additional financing in the future.

We can provide no assurance that any action taken by us to restore compliance with listing requirements would be sufficient to maintain our listing or allow our Ordinary Shares to become listed again, stabilize the market price or improve the liquidity of our Ordinary Shares, prevent our Ordinary Shares from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq listing rules.

If we were no longer listed on Nasdaq, our Ordinary Shares may no longer qualify as “covered securities” for the purposes of Section 18(b) of the Securities Act and Rule 146 thereunder. As such, our Ordinary Shares would be subject to regulations in each state in which we may offer our securities which would add additional complexity, time and expense to ensure compliance with the applicable state’s securities laws with respect to Ordinary Shares being purchased or sold in that state, which may have a material adverse effect on our business, financial condition and/or results of operations. An active, liquid trading market for our Ordinary Shares may not be maintained.

The price of our Ordinary Shares might fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our Ordinary Shares may prevent you from being able to sell your Ordinary Shares at or above the price you paid for such securities. The trading price of our Ordinary Shares has been and may continue to be volatile and subject to wide price fluctuations in response to various factors, including:

•        the overall performance of the equity markets;

•        issuance of new or changed securities analysts’ reports or recommendations;

•        negative market perception of our performance as compared to our competitors;

•        additions or departures of key personnel;

•        sales of our Ordinary Shares or shares by us or our principal shareholders;

•        changes in law, litigation, regulatory and tax allegations, fines or proceedings that involve us or our subsidiaries;

•        general economic and geo-political conditions, both globally and in Vietnam;

•        ongoing or future occurrences of natural disasters, epidemics, or other catastrophic events, including acts of war;

•        changes in interest rates; and

•        availability of capital.

These and other factors might cause the market price of our Ordinary Shares to fluctuate substantially, which might limit or prevent investors from readily selling their Ordinary Shares and may otherwise negatively affect the liquidity of our Ordinary Shares. In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies across many industries. The changes frequently appear to occur without regard to the operating performance of the affected companies. Accordingly, the price of our Ordinary Shares could fluctuate based upon factors that have little or nothing to do with our Company, and these fluctuations could materially reduce our share price. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. We may be involved in future litigation which may have a material adverse effect on our financial condition and results of operations.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.

The trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our shares, the market price for our Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Ordinary Shares to decline.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.

We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Even if our board of directors decides to declare and pay dividends (by way of a simple majority decision of our Directors), the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors as determined by our board of directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our shares. You may not realize a return on your investment in our shares and you may even lose your entire investment.

Because our initial public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase Ordinary Shares in this offering, you will pay substantially more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$[*] per Ordinary Shares, representing the difference between our as adjusted net tangible book value per Ordinary Shares of US$[*] as of __________________, 202__, after giving effect to the net proceeds to us from this offering, assuming no change to the number of shares offered by us as set forth on the cover page of this prospectus and an assumed initial public offering price of US$[*] per Ordinary Shares (the midpoint of the price range set forth on the cover page of this prospectus). See “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon the completion of this offering.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Ordinary Shares to drop significantly, even if our business is doing well.

Sales of a substantial number of our Ordinary Shares in the public market could occur at any time. These sales, or the perception in the market that these sales may occur, could result in a decrease in the market price of our Ordinary Shares. Immediately after this offering, we will have outstanding [*] Ordinary Shares based on the number of Ordinary Shares outstanding as of the date of this prospectus, assuming no exercise of the underwriters’ over-allotment option. This includes the shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates or existing shareholders. Of that amount, [*] Ordinary Shares are currently restricted as a result of securities laws and/or lock-up agreements but will be able to be sold after the closing of this offering, subject to securities laws and/or lock-up agreements. If held by one of our affiliates, the resale of those securities will be subject to volume limitations under Rule 144 of the Securities Act. See “Ordinary Shares Eligible for Future Sale.”

You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price.

We intend to use the net proceeds of this offering as set out in “Use of Proceeds.” However, our management will have considerable discretion in the application of the net proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value. Our expected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the amount of cash used in our operations, which can be highly uncertain, subject to substantial risks and can often change. Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of this offering.

As a Cayman Islands exempted company, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under Nasdaq listing rules. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq’s corporate governance listing rules.

As a Cayman Islands exempted company, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of the Nasdaq listing rules. These practices may afford less protection to Shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq listing rules. Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of the Nasdaq listing rules, namely (i) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5605(b)(1) that a majority of the members of our board of directors be independent (although all of the members of the audit committee must be independent under the Exchange Act); (ii) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5605(b)(2) to have regularly scheduled meetings at

which only independent directors attend and will follow home country practice that permits us not to hold regular executive sessions where only independent directors are present; (iii) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5620(b) that a company solicit proxies for all shareholder meetings and will follow home country practice that permits us not to solicit proxies; (iv) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5620(c) that an issuer provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than 33 1∕3% of the outstanding voting stock; (v) there will not be a necessity to comply with the requirement under Nasdaq Listing Rule 5630 that the audit committee or another independent body of the board of directors review and oversee all related party transactions; and (vi) there will not be a necessity to comply with the requirements under Nasdaq Listing Rule 5635 relating to matters requiring shareholder approval to take the actions set out in Nasdaq Listing Rule 5635.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have adopted certain new and revised accounting standards based on transition guidance permitted under such standards earlier. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

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

Because we are 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 of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

•        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 which subject insiders to liability for profit from trades made in a short period of time; and

•        the selective disclosure rules by issuers of material non-public 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 financial year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of Nasdaq. 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. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

On December 18, 2025, President Trump signed into law the Holding Foreign Insiders Accountable Act (“HFIAA”), which eliminates the exemption to comply with Section 16 of the Exchange Act. The new law took effect on March 18, 2026 and requires directors and officers of foreign private issuers like us to publicly report their ownership in, and transactions involving, the applicable foreign private issuer’s securities to the SEC on Forms 3, 4, and 5.

As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from corporate governance listing standards of the Nasdaq listing rules. 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 listing rules that allow us to follow our home country law for certain governance matters. Certain corporate governance practices in our home country, the Cayman Islands, may differ significantly from corporate governance listing standards of the Nasdaq listing rules. 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 of the Nasdaq listing rules applicable to U.S. domestic issuers.

We are a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.

We are a wholly-owned subsidiary of Meey Founder Ltd. Following the completion of this offering, we will be a “controlled company” within the meaning of the rules and regulations of the Nasdaq listing rules and may rely on exemptions from certain corporate governance requirements. As of the date of this prospectus, Mr. Hoang Mai Chung, our Chairman of our Board of Directors, Chief Executive Officer and Chief Financial Officer through Meey Founder Ltd., which is owned 100% by Mr. Hoang Mai Chung, beneficially owns 2,300,000 Ordinary Shares, representing 100% of the total voting power of our share capital. Following completion of this offering, 80% of the issued share capital of our Company will be owned by Mr. Hoang Mai Chung and he will hold 80% of our total voting power. As a result, we are a “controlled company” as defined under Nasdaq Listing Rule 5615(c) because Mr. Chung will hold more than 50% of the voting power for the election of directors. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we were to elect to rely on the “controlled company” exemptions, a majority of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a “controlled company” 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 corporate governance requirements of the Nasdaq listing rules.

Our corporate actions will be controlled by Mr. Chung, who through Meey Founder Ltd., will have the ability to control or exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your Ordinary Shares and materially reduce the value of your investment.

Following the completion of this offering, we will be a “controlled company” within the meaning of the rules and regulations of the Nasdaq listing rules and may rely on exemptions from certain corporate governance requirements. As of the date of this prospectus, Mr. Hoang Mai Chung, our Chairman of our Board of Directors, Chief Executive Officer and Chief Financial Officer, through Meey Founder Ltd., which is owned 100% by Mr. Hoang Mai Chung, beneficially owns 2,300,000 Ordinary Shares, representing 100% of the total voting power of our share capital. Following completion of this offering, 80% of the issued share capital of our Company will be owned by Mr. Hoang Mai Chung and he will hold 80% of our total voting power. Accordingly, Mr. Chung will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, election of directors and other significant corporate actions. Mr. Chung’s interests may differ from the interests of our other shareholders. The concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders, including those who purchase Ordinary Shares in this offering. Without the consent of Mr. Chung, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our shares may be materially and adversely affected.

We will be subject to the reporting requirements of the Exchange Act of 1934 (the “Exchange Act”), the Sarbanes-Oxley Act of 2002 and the rules and regulations of Nasdaq after we are successfully listed on the Nasdaq Capital Market. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In connection with the preparation and audit of our combined financial statements, two material weaknesses were identified in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to: (i) our lack of sufficient competent financial reporting and accounting personnel with an appropriate understanding of U.S. GAAP and financial reporting requirements set forth by the SEC to design and implement key controls over financial reporting process to address complex U.S. GAAP accounting issues and related disclosures, in accordance with U.S. GAAP and SEC financial reporting requirements; and (ii) our lack of formal internal control policies and an independent supervision function to establish a formal risk assessment process and internal control framework. We are in the process of implementing measures intended to remediate these material weaknesses, including hiring more qualified accounting personnels, organizing regular training, formulating policies and manuals, and establishing assessment of compliance and overall internal control, but we cannot assure you that these measures will be sufficient or that we will not identify additional material weaknesses or significant deficiencies in the future.

Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

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

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

If we are classified as a passive foreign investment company, U.S. Holders who own our securities may have adverse United States federal income tax consequences.

We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company (a “PFIC”), for any taxable year if, for such year, either

•        At least 75% of our gross income for the year is passive income; or

•        The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%.

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations for U.S. Holders”) who owns our securities, the U.S. Holder may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

While we do not expect to become a PFIC, no assurance can be given as to whether we may be or may become a PFIC, as this is a factual determination made annually that will depend, in part, upon the composition of our income and assets. Furthermore, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Ordinary Shares, fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years. 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 PFIC 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.

For a more detailed discussion of the application of the PFIC rules and the consequences to U.S. Holders if we were determined to be a PFIC, see “Material U.S. Federal Income Tax Considerations for U.S. Holders — Passive Foreign Investment Company Rules.”

Risks Relating to Doing Business in Vietnam

Changes in Vietnam’s legal and regulatory framework, or differing interpretations by competent authorities, could increase our compliance costs or disrupt our operations.

We conduct substantially all of our operations through subsidiaries in Vietnam and are subject to several recently enacted or amended regimes, including the Law on Real Estate Business 2023, the Law on Data 2024, the Law on E-Commerce 2025, the Law on Personal Data Protection 2025, the Law on Cybersecurity 2025 and the Law on Artificial Intelligence 2025. Implementing rules and regulatory practice under these laws continue to develop, and the jurisdiction of regulators may overlap. The requirements applicable to a product can turn on its features, user scale, data sources or intended use, and competent authorities may interpret a requirement differently from us. We may have to modify product functions, obtain licenses or registrations, submit notices and reports, conduct assessments, appoint responsible personnel, change data architecture or add technical and organizational controls. A failure or delay in doing so may result in administrative penalties, suspension of services, measures affecting domains or mobile applications, restrictions on data processing or transfers, civil liability or, in serious cases, criminal liability. Changes in law or enforcement practice may also increase our costs even if we are not found to have violated a requirement.

Our business is concentrated in Vietnam and depends on Vietnam’s real estate market, which is cyclical and sensitive to government policy, credit conditions and transaction activity.

Substantially all of our operations are in Vietnam, and demand for our listing, advertising, broker-technology, data and valuation products depends on activity in the Vietnamese real estate market. That market is affected by interest rates, the availability and allocation of credit, developer liquidity, project approvals, land and housing policy, tax measures, infrastructure planning and the availability of reliable planning and land information. A market downturn, a tightening of real estate credit, delays in project approvals or changes in the legal status of particular property types could reduce the number of listings and transactions, lower marketing and technology spending by brokers and developers, and weaken demand for our paid products. Our planned expansion outside Vietnam may not develop quickly enough to offset these effects.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

In some cases, these forward-looking statements can be identified by words or phrases such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

•        our business and operating strategies and our various measures to implement such strategies;

•        our operations and business prospects, including development and capital expenditure plans for our existing business;

•        changes in policies, legislation, regulations or practices in the industry and those countries or territories in which we operate that may affect our business operations;

•        our financial condition, results of operations and dividend policy;

•        changes in political and economic conditions and competition in the area in which we operate, including a downturn in the general economy;

•        the regulatory environment and industry outlook in general;

•        catastrophic losses from man-made or natural disasters, such as fires, floods, windstorms, earthquakes, diseases, epidemics, other adverse weather conditions or natural disasters, war, international or domestic terrorism, civil disturbances and other political or social occurrences;

•        the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;

•        the overall economic environment and general market and economic conditions in the jurisdictions in which we operate;

•        our ability to execute our strategies;

•        changes in the need for capital and the availability of financing and capital to fund those needs;

•        exchange rate fluctuations, including fluctuations in the exchange rates of currencies that are used in our business;

•        changes in interest rates or rates of inflation; and

•        legal, regulatory and other proceedings arising out of our operations.

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

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

ENFORCEABILITY OF CIVIL LIABILITIES

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time, the Companies Act (Revised) of the Cayman Islands (the “Companies Act”) and the common law of the Cayman Islands.

All of our assets are located outside the United States. In addition, all of our directors and executive officers are nationals or residents of jurisdictions other than the United States and all of their assets are located outside the United States. As a result, it may be difficult or impossible for you to effect service of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our executive officers and directors.

We have appointed Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, New York 10168 as our agent to receive service of process with respect to any action brought against us in the United States in connection with this offering under the federal securities laws of the United States of America or of any state of the United States of America.

Cayman Islands

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

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

Singapore

It is possible that the Singapore courts may not (i) recognize and enforce judgments of courts in the United States, based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States; or (ii) enter judgments in original actions brought in the Singapore courts based solely on the civil liability provisions of these securities laws. An in personam final and conclusive judgment in the federal or state courts of the United States under which a fixed or ascertainable sum of money is payable may be enforced as a debt in the Singapore courts under the common law as long as it is established that the Singapore courts have jurisdiction over the judgment debtor. Additionally, the court where the judgment was obtained must have had international jurisdiction over the party sought to be bound in the local proceedings. However, the Singapore courts are unlikely to enforce a foreign judgment if (a) the foreign judgment is inconsistent with a prior local judgment that is binding; (b) the enforcement of the foreign judgment would contravene the public policy of Singapore; (c) the proceedings in which the foreign judgment was obtained were contrary to principles of natural justice; (d) the foreign judgment was obtained by fraud; or (e) the enforcement of the foreign judgment amounts to the direct or indirect enforcement of a foreign penal, revenue or other public law.

In particular, the Singapore courts may potentially not allow the enforcement of any foreign judgment for a sum payable in respect of taxes, fines, penalties or other similar charges, including the judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States. In respect of civil liability provisions of the United States federal and state securities law which permit punitive damages against us and our Directors or Executive Officers, we are unaware of any decision by the Singapore courts which has considered the specific issue of whether a judgment of a United States court based on such civil liability provisions of the securities laws of the United States or any state or territory of the United States is enforceable in Singapore.

Vietnam

Vietnam became a party to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”) on September 12, 1995. Upon accession, Vietnam made two reservations: (i) the New York Convention will be applied only to differences arising out of legal relationships which are considered as commercial under the laws of Vietnam (the “commercial reservation”); and (ii) the New York Convention will be applied only to the recognition and enforcement of arbitral awards made in the territory of another contracting state (the “reciprocity reservation”). Vietnam is also a party to approximately 18 bilateral treaties on mutual judicial assistance relating to the recognition and enforcement of foreign judgments and decisions; however, the United States is not a party to any such bilateral treaty with Vietnam. Foreign arbitral awards may be recognized and enforced in Vietnam under the New York Convention after being recognized by Vietnamese courts in accordance with the procedures set forth in the Civil Procedure Code 2015 (No. 92/2015/QH13) (the “CPC 2015”). Under Article 451.1 of the CPC 2015, an application for recognition and enforcement of a foreign arbitral award must be filed within three years from the date on which the award takes legal effect.

With respect to foreign court judgments, Article 423 of the CPC 2015 provides that a civil judgment or decision of a foreign court may be recognized and enforced in Vietnam only if (i) there is an international treaty or bilateral treaty to which both Vietnam and the country where the judgment was rendered are parties, or (ii) on the basis of the principle of reciprocity. As the United States and Vietnam are not parties to any bilateral treaty on mutual judicial assistance and there is no established precedent of reciprocal recognition between the two countries, it may be difficult or impossible to enforce in Vietnam any judgment rendered by a U.S. court.

Article 459 of the CPC 2015 sets out several grounds upon which Vietnamese courts may refuse the recognition and enforcement of foreign arbitral awards, which largely mirror the grounds for refusal under Article V of the New York Convention. However, the CPC 2015 uses the concept of “fundamental principles of Vietnamese law” in place of “public policy” as used in the New York Convention, which may be interpreted more broadly by Vietnamese courts. Decisions of Vietnamese courts on the recognition or non-recognition of foreign arbitral awards are subject to appeal and cassation review procedures under the CPC 2015.

Therefore, it may be difficult to enforce in Vietnam any judgment or arbitral award issued by a court or arbitral tribunal outside of Vietnam against us or our directors and officers who are citizens or residents of Vietnam.

USE OF PROCEEDS

We expect to receive approximately US$[*] (or US$[*] if the underwriters exercise their over-allotment option in full) of net proceeds from this offering after deducting underwriting discounts and commissions and estimated offering expenses of approximately US$[*] payable by us.

We currently intend to use proceeds from this offering for Technology and Product Development, Data Infrastructure and AI Capabilities, Sales, Marketing and User Acquisition, Geographic Expansion, Strategic Investments and Acquisitions, Working Capital and General Corporate Purposes.

We anticipate an approximate allocation of the use of net proceeds as follows:

____________

*        Assuming the over-allotment option is not exercised.

Each $1.00 increase (decrease) in the assumed initial public offering price of $[*] per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering by $[*] million, assuming that the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million in the number of Ordinary Shares we are offering would increase (decrease) the net proceeds to us from this offering by $[*] million, assuming the assumed initial public offering price remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We have not determined the specific amounts we plan to spend on each of the areas listed above beyond the range of expenditure set out, or the specific timing of such expenditures. Our management will have broad discretion as to the application of the net proceeds from this offering [and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. However, we anticipate that the net proceeds of this offering will be sufficient to fund our proposed projects over the next 12 months. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for our company.

Pending their use, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, or certificates of deposit.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2026:

•        on an actual basis; and

•        on a pro forma as adjusted basis to reflect the issuance and sale of [*] Ordinary Shares in this offering at an assumed initial public offering price of US$[*] per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual initial public offering price, the number of Ordinary Shares sold in this offering and the actual offering expenses. You should read this table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined financial statements and related notes included elsewhere in this prospectus.

____________

(1)      Meey Global Corp was incorporated in the Cayman Islands on March 19, 2026 under the Companies Act as an exempted company with limited liability. In preparation for our initial public offering, we completed a reorganization (the “Reorganization”) on May 5, 2026. Our primary operating entity is Meey Land Group Joint Stock Company, incorporated in Vietnam on August 15, 2019. Upon completion of the Reorganization, we are a holding company incorporated in the Cayman Islands and conduct our operations through Meey Land Group Joint Stock Company.

Each US$1.00 increase (decrease) in the assumed initial public offering price of US$ [*] per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the as adjusted amount of total capitalization by approximately US$[*] million, assuming that the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million in the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of total capitalization by approximately US$[*] million, assuming no change in the assumed initial public offering price per ordinary share as set forth on the cover page of this prospectus.

DILUTION

Investors purchasing our Ordinary Shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value per Ordinary Share. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price per Ordinary Share and the pro forma as adjusted net tangible book value per Ordinary Share immediately after this offering.

The net tangible book value of Meey Global Corp as of March 31, 2026 was negative $20,555,197, or negative $8.94 per Share (based on 2,300,000 ordinary shares issued and outstanding). Historical net tangible book value per Ordinary Share represents our total tangible assets (total assets excluding other intangible assets, net) less total liabilities, divided by the number of outstanding Ordinary Shares.

After giving effect to the sale of our Ordinary Shares in this offering at an assumed initial public offering price of US$[*] per Ordinary Share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting US$[*] in underwriting discounts and commissions and estimated offering expenses paid or payable by us of approximately US$[*], the as adjusted net tangible book value as of March 31, 2026 would have been approximately US$[*] or US$[*] per Ordinary Share. This represents an immediate increase in as adjusted net tangible book value of US$[*] per Ordinary Share to our existing shareholders and an immediate dilution of US$[*] to new investors purchasing Ordinary Shares in this offering.

The following table illustrates this dilution on a per share basis to new investors at the assumed public offering price per Ordinary Share of US$[*]:

A US$1.0 increase (decrease) in the assumed initial public offering price of US$[*] per Ordinary Share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted net tangible book value by US$[*] and increase (decrease) dilution to new investors by US$[*] per Ordinary Share, in each case assuming that the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional Ordinary Shares in this offering, the as adjusted net tangible book value after the offering would be US$[*], the increase in net tangible book value to existing shareholders would be US$[*] per Ordinary Share, and the dilution to new investors would be US$[*] per Ordinary Share, in each case assuming an initial public offering price of US$[*] per Ordinary Share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The following table summarizes, on an as adjusted basis as of March 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 commissions to the underwriters and the estimated offering expenses payable by us.

The number of Ordinary Shares to be outstanding upon completion of this offering is based on [*] ordinary shares outstanding as of [*], 2026. The table below assumes the underwriters exercise their over-allotment option in full:

The number of Ordinary Shares to be outstanding upon completion of this offering is based on [*] Ordinary Shares outstanding as of [*], 2026. 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 Ordinary Shares and other terms of this offering determined at the pricing.

DIVIDENDS AND DIVIDEND POLICY

We have not previously paid dividends on our Ordinary Shares and may not pay dividends on our Ordinary Shares for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business.

Any future determination to declare cash dividends would be subject to the discretion of our board of directors and would depend upon various factors, including our results of operations, financial condition and liquidity requirements, restrictions that may be imposed by applicable law and our contracts and other factors deemed relevant by our board of directors.

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 Cayman Islands laws. 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 subsidiaries to us, and such other factors as our board of directors may deem relevant.

In the event that we decide to pay dividends in the future, subject to the Companies Act and our post-offering memorandum and articles of association, our Company by ordinary resolution may declare dividends, but no dividend shall exceed the amount recommended by the directors. Subject to a solvency test, as prescribed in the Companies Act, and the provisions, if any, of our post-offering memorandum and articles of association, a company may pay dividends and distributions out of its share premium account. In addition, based upon English case law which is likely to be persuasive in the Cayman Islands, dividends may be paid out of profits.

Even if our board of directors decides to pay dividends, the form, frequency, and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, and other factors that the board of directors may deem relevant. In addition, we are a holding company and depend upon the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Ordinary Shares. When making recommendations on the timing, amount, and form of future dividends, if any, our board of directors will consider, among other things:

•        our results of operations and cash flow;

•        our expected financial performance and working capital needs;

•        our future prospects;

•        our capital expenditures and other investment plans;

•        other investment and growth plans;

•        dividend yields of comparable companies globally;

•        restrictions on the payment of dividends that may be imposed on us by our financing arrangements; and

•        the general economic and business conditions and other factors deemed relevant by our board of directors and statutory restrictions on the payment of dividends.

Under the Vietnamese Enterprises Law 2020, a non-public joint stock company may only distribute dividends to its ordinary shareholders from its after-tax profits after setting aside mandatory reserve funds as prescribed by Vietnamese law and the company’s charter, and after making up for any accumulated losses from previous years. In addition, a company is only entitled to pay such dividends if it is still able to pay all due debts and other property obligations after such distribution.

Under Circular No. 186/2010/TT-BTC and applicable foreign exchange regulations, foreign-invested enterprises in Vietnam are permitted to remit profits overseas in foreign currencies through a licensed bank in Vietnam, provided that the enterprise has (i) fulfilled all tax obligations to the Vietnamese government, (ii) no remaining accumulated losses, and (iii) submitted duly audited financial statements and completed corporate income tax finalization. The foreign investor or the enterprise must also notify the tax authority prior to remitting profits abroad.

Under current Vietnamese tax law, dividends paid to foreign corporate shareholders are not subject to withholding tax, as dividend income has already been subject to corporate income tax at the enterprise level. However, dividends paid to individual shareholders (including non-resident individuals) are subject to personal income tax withheld at source at a rate of 5%, subject to any applicable double tax treaties.

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 related notes of Meey Global Corp that appear in this prospectus. In addition to historical combined financial information of Meey Global Corp, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.” All amounts included herein with respect to the years ended March 31, 2026 and 2025 are derived from our audited combined financial statements of Meey Global Corp included elsewhere in this prospectus. Our financial statements of Meey Global Corp have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

Overview

We are a holding company that through its operations is a property technology, or “PropTech,” group that designs, develops and operates digital platforms and technology solutions for the real estate sector. We conduct our operations principally in Vietnam through Meey Land Group Joint Stock Company (“Meey Land”, “they”, “their”, “them” and “Meey Group”) and its subsidiaries. Meey Land is a Vietnam-based real estate technology company that operates a vertically integrated digital ecosystem connecting property buyers, sellers, investors, developers, agents, and financial service providers across the full real estate lifecycle. Our platform suite encompasses MeeyLand.com (a verified property listing and discovery portal), Meey Map (an online zoning and real estate planning information platform), Meey Value (an AI-powered property valuation tool), Meey Ads (a digital advertising platform serving real estate customers), Meey CRM (a property management tool for agents), Meey Share (a real estate information social network), and Meey Chat (a dedicated real estate transaction communication tool).

On March 20, 2026, Meey Land transferred its entire 84.5% equity interest in Meey Finance Technology Joint Stock Company (“Meey Finance”) to Meey Homes Real Estate Technology Joint Stock Company (“Meey Homes”) with a cash consideration of $250,000. Meey Homes is an entity under common control of Mr. Chung that is outside of the Group. Following the completion of the disposal, Meey Finance ceased to be a subsidiary of Meey Land and has been presented as discontinued operations for all periods presented. Unless otherwise indicated, the discussion throughout this MD&A is based on continuing operations, and prior period results have been recast to reflect the presentation of Meey Finance as discontinued operations.

On March 25, 2026, the Company acquired 99.9% shares of Mey Asset Vietnam Joint Stock Company (“Mey Asset”), an entity under common control of Mr. Hoang Mai Chung. Since that date, Mey Asset is consolidated into the Group.

For the years ended March 31, 2026 and 2025, Meey Global Corp’s total revenues were approximately $2.7 million and $0.3 million, respectively. For the years ended March 31, 2026 and 2025, Meey Global Corp’s net loss amounted to approximately $6.6 million and $6.7 million, respectively.

Key Factors that Affect Operating Results

Our business and results of operations are affected by a number of general factors that impact the real estate technology and financial services industries, including overall economic growth, real estate transaction activity, capital availability, and the regulatory environment. They are also influenced by industry-specific dynamics such as the level of digital adoption among real estate participants, data transparency, and the pace of technological innovation. Unfavorable changes in any of these factors could reduce demand for our platform and services and materially and adversely affect our results of operations.

While our business is influenced by these general factors, our operating performance is more directly affected by the following company-specific factors:

Our investments in technology and data infrastructure

Our business success depends on our ability to continuously develop and enhance our technology platform, including artificial intelligence, machine learning models, and geospatial data infrastructure. Our integrated ecosystem — including Meey Land, Meey Map, and Meey Value — relies on ongoing innovation to improve data accuracy, expand functionality, and deliver differentiated user value.

We have historically made significant investments in research and development, which represent a substantial portion of our operating expenses. For the fiscal years ended March 31, 2026 and 2025, research and development expense totaled $3,481 thousand and $3,431 thousand, respectively, representing approximately 129% and 1,153% of total revenue in those periods — reflecting our early-stage investment posture. These expenses are presented within our research and development expenses line item in our combined statements of operations. These investments are critical to maintaining our competitive position; however, they require time to commercialize and may not generate immediate revenue. Our future growth depends on our ability to successfully translate these technology investments into scalable, revenue-generating products.

Our ability to increase platform adoption and monetize our ecosystem

Our results of operations depend significantly on our ability to grow our user base, increase platform engagement, and monetize our ecosystem through diversified revenue streams, including technical services, search plan subscription service, advertising agency services, and financial services. For the fiscal year ended March 31, 2026, our software sales and technical services generated $2,350 thousand in revenue.

The level of revenue generated depends on several factors, including market penetration, product functionality, customer adoption, and the ability of our users — including brokers, developers, and financial institutions — to generate economic value from our platform. Our ongoing transition toward third-party, arms-length customer relationships is expected to strengthen revenue quality; however, our ability to achieve sustainable growth depends on continued user acquisition and retention in a competitive market environment.

Our ability to execute effective marketing and attract customers

Our results of operations depend significantly on our ability to execute effective marketing strategies and attract customers within the Vietnamese real estate market. Demand for our platform and services directly affects user activity, transaction volume, and revenue growth.

Our customer acquisition efforts depend on multiple factors, including the effectiveness of our marketing channels, brand recognition, and the perceived value and reliability of our platform in a market historically characterized by fragmented and inconsistent property information.

We continuously evaluate and optimize our marketing strategies and expenditure to improve conversion efficiency and customer acquisition costs. For the fiscal years ended March 31, 2026 and 2025, we incurred $1,551 thousand and $1,692 thousand, respectively, in sales and marketing expenses. If we are unable to effectively promote our platform, differentiate our offerings from competitors, or maintain efficient customer acquisition, our growth and results of operations could be materially adversely affected.

Key Components of Results of Operations

Revenue

We currently recognize revenue from below three sources:

•        Software Sales and Technical Services.    We provide software products together with related technical services, which generally include software installation, configuration, integration, testing and training services. We determine whether arrangements are distinct based on whether the customer can benefit from the product or service on its own or together with other resources that are readily available and whether the commitment to transfer the product or service to the customer is separately identifiable from other obligations in the contract. We identify the software licenses and related installation and configuration services as separate performance obligations as they are distinct within the context of the contract. We allocate the transaction price to each performance obligation based on the relative standalone selling prices. Revenue allocated to software licenses is recognized at a point in time when control of the software licenses is transferred to customers, which is upon the delivery of the software license activation code and when the customer signs on the acceptance minutes confirming receipt of the software license. Revenue allocated to installation and configuration services is recognized at a point in time when the related services are completed and accepted by customers. In arrangements where the software licenses and related services are transferred and accepted concurrently, revenue is recognized upon customer acceptance. Software

sales and technical services contracts are generally fixed-price arrangements with terms of less than twelve months. Customers do not have the right to a refund after acceptance. We act as the principal for both software license sales and the related installation and configuration services. For software license sales, we purchase the licenses from third-party suppliers under separate procurement arrangements and obtain control of the licenses before transferring them to customers. We are primarily responsible for fulfilling the contractual obligations, bears the risk associated with software licenses procured from suppliers prior to customer acceptance, and has discretion in establishing the prices charged to customers. For installation and configuration services, we are responsible for arranging and completing the services in accordance with the customer contracts and obtaining customer acceptance upon completion. Therefore, revenue from software sales and technical services are recognized on a gross basis.

•        Search Plan Subscription Service.    We provide 12-month premium subscription services that allow users to access enhanced features, including 50 daily searches of Meey Map’s planning and zoning database and Meey Land’s real estate database, as well as larger maximum group sizes in Meey CRM. Because we deliver continuous access throughout the subscription term, revenue is recognized on a straight-line basis over the subscription period.

•        Advertising Agency Services.    We provide advertising services by arranging the placement of real estate advertisements on third-party publishing platforms. We do not take control of advertising inventory at any point, and have therefore assessed that we act as an agent; revenue is recognized on a net basis (billings less media cost) at the point publishers deliver the advertisements.

Operating Costs and Expenses

Our operating costs and expenses primarily consist of software costs and technical support expenses, selling and marketing expenses, general and administrative expenses, research and development expenses.

•        Software costs and technical support expenses.    Software costs and technical support expenses primarily consist of software products purchased from third-party vendors and related technical support expenses incurred to fulfill customer technical service contracts.

•        Sales and marketing expenses.    Selling and marketing expenses include expenses directly attributable to marketing, sales, and customer acquisition and support activities. These expenses primarily consist of salaries and benefits for sales and marketing personnel, advertising and promotional costs, third-party commissions, depreciation of assets used in selling activities, and outsourced sales-related services. We direct these resources toward acquiring new platform software customers and growing our subscriber base.

•        General and administrative expenses.    General and administrative expenses consist of expenses related to the overall management and administration of the Company. These expenses primarily include salaries and employee benefits for administrative and executive personnel, office-related costs, taxes and regulatory fees, depreciation of administrative assets, and professional services such as legal and audit.

•        Research and development expenses.    Research and development expenses consist primarily of staff costs for research and development personnel and other expenses that are directly attributable to the development of new technologies and products for the businesses of the Group, such as the development of applications, operating systems, software, databases and networks.

Other income, net

Other income, net primarily consists of gains on asset disposals and other non-operating items.

Interest income, net

The interest income, net primarily consists of interest income earned from deposits in the bank and interest expense on bank borrowings and financial service charges.

Provision for income taxes

Enterprise income tax in Vietnam has a standard rate of 20%. We did not record a provision for income taxes, as we did not generate assessable profits under applicable tax regulations.

Results of Operations

The following tables and discussion present our combined results of operations of Meey Global Corp for the fiscal years ended March 31, 2026 and March 31, 2025. This information should be read together with our combined financial statements and related notes of Meey Global Corp included elsewhere in this report. The results of operations in any period are not necessarily indicative of our future trends.

Revenue

Total combined revenue increased $2.4 million, or 808.0%, from $0.3 million in fiscal year 2025 to $2.7 million in fiscal year 2026.

Our software sales and technical services revenue increased by $2.1 million, or 988.8%, during fiscal year 2026 compared with fiscal year 2025. Software sales revenue was $2.3 million and nil, and technical services revenue was $3.8 thousand and $0.2 million, for fiscal years 2026 and 2025, respectively. The increase was primarily attributable to a significant software sales and technical services contract with one customer in fiscal year 2026, under which we delivered 8 software products/licenses together with related installation, configuration, testing and training services. The increase therefore primarily reflected the greater quantity and aggregate contract value of software products and related services delivered and accepted under this contract during fiscal year 2026, rather than a significant increase in the prices of comparable products or services. The selling prices of our software products and technical services vary depending on the type of software, scope of services and contractual requirements, and changes in product and service mix also contributed to the year-over-year change in revenue.

Our search plan subscription service revenue increased $0.2 million, or 282.9%. The increase was primarily due to the increasing user base of our mobile apps, including Meey Map and Meey CRM, which we offered in-app purchase of search subscription function. Our accumulated number of users increased from less than 483,000 as of March 31, 2025 to over 565,000 as of March 31, 2026.

Our advertising agency services revenue increased by $0.1 million, or 458.0%, during fiscal year 2026 compared with fiscal year 2025. The increase was primarily attributable to several one-time customer projects under which the Company assisted customers in placing advertisements on third-party media platforms. The Company does not expect advertising agency services to become a significant focus of its future business and believes the increase was mainly driven by non-recurring customer demand during fiscal year 2026.

Although the Company experienced significant growth in advertising agency services revenue and technical services revenue during fiscal year 2026, management views these revenue streams as complementary to its core business rather than primary long-term growth drivers. Going forward, the Company intends to continue focusing on expanding its mobile application ecosystem, including Meey Map, Meey CRM and Meey Land, increasing its user base and enhancing user engagement, with the objective of generating recurring revenue through subscription-based services and other application-related monetization opportunities.

Operating costs and expenses

Our operating costs and expenses consist of software costs and technical support expenses, selling and marketing expenses, general and administrative expenses and R&D expenses. Total operating costs and expenses increased by approximately $2.6 million, or 39.8%, from approximately $6.4 million for the year ended March 31, 2025 to approximately $9.0 million for the year ended March 31, 2026. The increase in our operating costs and expenses was primarily due to the increase in software costs and technical support expenses and general and administrative expenses, partially offset by increase in selling and marketing expenses.

Software costs and technical support expenses increased by approximately $1.6 million, or 100.0%, during fiscal year 2026 compared with fiscal year 2025. The increase was primarily attributable to the software sales and technical services project undertaken during fiscal year 2026, under which the Company procured software products and related support services from third-party vendors to fulfill customer requirements.

Selling and marketing expenses primarily consist of salaries and benefits for sales and marketing personnel, advertising and promotional costs. Selling and marketing expenses decreased by $0.1 million, or 8.3%, primarily due to the continuous expense control strategy implemented by us during fiscal year 2026 that we terminated some full-time employees and replaced with part-time employees to reduce staff costs of selling and marketing department.

General and administrative expenses primarily include salaries and employee benefits for administrative and executive personnel, office-related costs, and lease expenses. General and administrative expenses increased by $1.0 million, or 77.5%, primarily due to an increase in professional service fees incurred in connection with the Company’s initial public offering, as well as higher personnel costs resulting from the expansion of the Company’s administrative workforce.

Research and development expenses consist primarily of staff costs for research and development personnel and platform and server expenses incurred for the development of our new technologies and applications. Our R&D expenses remained relatively stable in both years ended March 31, 2026, primarily reflecting our consistent and continued investment in R&D development, including AI capabilities, expansion of Meey Map and Meey Land’s planning data infrastructure.

Other income, net

Other income, net primarily consists of gain on disposal of property and equipment. Other income, net increased $0.2 million, or 103.7% during fiscal year 2026 compared with that of 2025, primarily because the Company recognized a gain on disposal of property and equipment in fiscal year 2026, compared with a loss on disposal of property and equipment in fiscal year 2025. In addition, certain administrative fines incurred during fiscal year 2025 but did not incur in fiscal year 2026.

Interest income, net

The interest income, net primarily consists of interest income earned from deposits in the bank and interest expense on bank borrowings and financial service charges. Interest income, net amount remains stable compared to fiscal year 2025.

Net Loss

As a result of factors discussed above, our net loss was approximately $6.6 million for the year ended March 31, 2026 as compared to net loss of approximately $6.7 million for the year ended March 31, 2025.

Discontinued Operations.

On March 20, 2026, we disposed of our 84.5% equity interest in Meey Finance as part of our corporate restructuring and focus on our core digital transformation and property technology businesses. So, the historical results of Meey Finance have been presented as discontinued operations for all periods presented. Loss from discontinued operations, net of tax, was $381,017 and $357,187 for fiscal years 2026 and 2025, respectively. Financing income decreased from $426,907 in fiscal year 2025 to $282,079 in fiscal year 2026, primarily reflecting the reduction in Meey Finance’s financing activities as the Group shifted its focus toward its continuing operations. Research and development expenses decreased from $372,468 to $70,498, primarily because Meey Finance undertook several system development projects in fiscal year 2025, including its customer relationship management system, enterprise mobile application and internet banking system, while no similar significant development activities were undertaken in fiscal year 2026. Other income, net decreased from $310,558 to $26,881, primarily due to lower gains associated with financing receivables and properties held for sale as Meey Finance reduced its financing activities during fiscal year 2026.

Liquidity and Capital Resources

Substantially all our operations are conducted in Vietnam and all our revenue, expenses, and cash are denominated in VND. VND is subject to the exchange control regulation in Vietnam, and, as a result, we may have difficulty distributing any dividends outside of Vietnam due to exchange control regulations that restrict our ability to convert VND into U.S. dollars. As of March 31, 2026 and 2025, cash, cash equivalents and restricted cash of approximately $2.0 million and $0.2 million were fully held by our subsidiaries in Vietnam, respectively.

Our primary source of liquidity has historically been borrowings from our principal shareholders. We have not generated positive operating cash flows in either of the two fiscal years presented. Therefore, our liquidity and capital management strategy focuses on maintaining adequate financial flexibility to support ongoing operations, fund strategic initiatives, and meet obligations as they come due. The primary objectives of our capital management are to preserve our ability to continue as a going concern, provide value to stakeholders, and generate sustainable returns to shareholders by aligning our capital structure with our risk profile. The Company is not subject to any externally imposed capital requirements.

We reported a net loss of $6.6 million for the year ended March 31, 2026. As of March 31, 2026, we have accumulated loss amounted to $42.7 million, and our current liabilities exceeded our current assets by $13.5 million. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the financial statements are issued.

In order to alleviate the pressure on liquidity, the Group is actively engaged with existing stakeholders to secure additional equity and debt financing. The Group’s major shareholders have confirmed their commitment to provide financial support as needed, including short-term funding and capital injections, to ensure the Group’s operational stability and long-term growth. Management is implementing targeted measures to enhance working capital efficiency, including accelerating receivables collection and improving turnover of properties held for sale. In addition, historically, our principal shareholders have waived substantial amounts of shareholder loans due to them to support our ordinary operations and liquidity. Our principal shareholders have also confirmed their intention to waive additional shareholder loans due to them on an as needed basis.

Based on our current operating plan, including anticipated proceeds from this offering and the continued availability of financing from our principal shareholders, we believe that we will have sufficient liquidity to meet our obligations for at least 12 months from the date of this prospectus. However, this belief is subject to our successful completion of this offering, execution of our operating plan, and continued availability of shareholder financing. As of the date of this prospectus, substantial doubt about the Company’s ability to continue as a going concern has not been eliminated, despite management’s mitigation plans. Accordingly, the combined financial statements included in this prospectus have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

Cash Flows

The following table sets forth a summary of our cash flows for the periods indicated:

Operating Activities

Net cash used in operating activities was approximately $4.0 million for the year ended March 31, 2026, consisting of net cash used in operating activities from continuing operations of approximately $5.4 million, partially offset by net cash provided by operating activities from discontinued operations of approximately $1.4 million. Net cash used in operating activities from continuing operations was primarily as a result of (i) net loss of approximately $6.3 million, adjusted by non-cash depreciation and amortization related to property and equipment and operating lease right-of-use assets of approximately $0.6 million and provision for credit losses of $0.2 million, (ii) increase in accounts receivable of approximately $0.9 million, (iii) repayments of lease liabilities of approximately $0.3 million, and (iv) decrease in contract liabilities of approximately $0.2 million, partially offset by (i) decrease in prepaid expenses and other current assets of approximately $0.8 million, and (ii) increase in accounts payable of approximately $0.6 million.

Net cash used in operating activities was approximately $7.3 million for the year ended March 31, 2025, consisting of net cash used in operating activities from continuing operations of approximately $6.7 million and net cash used in operating activities from discontinued operations of approximately $0.6 million. Net cash used in operating activities from continuing operations was primarily as a result of (i) net loss of approximately $6.3 million, adjusted by non-cash depreciation and amortization related to property and equipment and operating lease right-of-use assets of approximately $0.8 million, (ii) increase in due from a related party of approximately $0.9 million, and (iii) repayments of lease liabilities of approximately $0.4 million, partially offset by (i) decrease in prepaid expenses and other current assets of approximately $0.4 million.

Net cash provided by operating activities of discontinued operations was $1.4 million in fiscal year 2026, primarily attributable to the reduction in properties held for sale and prepaid expenses and other current assets as Meey Finance reduced its operations prior to the disposal. Net cash used in operating activities of discontinued operations was $0.6 million in fiscal year 2025, primarily attributable to the net loss from discontinued operations and an increase in prepaid expenses and other current assets.

Investing Activities

Net cash used in investing activities was approximately $1.3 million for the year ended March 31, 2026, consisting of net cash used in investing activities from continuing operations of approximately $0.6 million and net cash used in investing activities from discontinued operations of approximately $0.7 million. Net cash used in investing activities from continuing operations was primarily as a result of (i) net cash disbursed in connection with the disposal of Meey Finance of approximately $0.5 million, (ii) capitalized software development costs of approximately $0.1 million, and (iii) purchases of property and equipment of approximately $30 thousand, partially offset by (i) net proceeds received from the acquisition of Mey Asset and (ii) proceeds from disposal of equipment.

Net cash used in investing activities was approximately $3.2 million for the year ended March 31, 2025, consisting of net cash used in investing activities from continuing operations of approximately $0.3 million and net cash used in investing activities from discontinued operations of approximately $3.0 million. Net cash used in investing activities from continuing operations was primarily as a result of (i) loans advanced to a third party of approximately $0.2 million, and (ii) purchases of property and equipment of approximately $0.1 million.

Net cash used in investing activities of discontinued operations was $0.7 million in fiscal year 2026, primarily reflecting $2.0 millions of payments for financing arrangements, partially offset by $1.3 million of collections from such arrangements. In fiscal year 2025, net cash used in investing activities was $3.0 million, primarily reflecting $4.7 million of payments for financing arrangements, partially offset by $1.7 million of collections.

Financing Activities

Net cash provided by financing activities was approximately $6.6 million for the year ended March 31, 2026, consisting of net cash provided by financing activities from continuing operations of approximately $7.3 million, partially offset by net cash used in financing activities from discontinued operations of approximately $0.7 million. Net cash provided by financing activities from continuing operations was primarily as a result of (i) proceeds from borrowings from related parties of approximately $7.6 million, partially offset by (i) payment of deferred offering costs of approximately $0.3 million, and (ii) repayments of bank borrowings.

Net cash provided by financing activities was approximately $9.9 million for the year ended March 31, 2025, consisting of net cash provided by financing activities from continuing operations of approximately $6.2 million and net cash provided by financing activities from discontinued operations of approximately $3.8 million. Net cash provided by financing activities from continuing operations was primarily as a result of (i) proceeds from borrowings from related parties of approximately $6.2 million.

Net cash used in financing activities of discontinued operations was $0.7 million in fiscal year 2026, primarily reflecting repayments to investors exceeding proceeds received from investors, together with repayments of bank borrowings. In fiscal year 2025, net cash provided by financing activities was $3.8 million, primarily attributable to net proceeds from investors and related-party borrowings, partially offset by repayments of bank borrowings.

Capital Expenditures

Our capital expenditures were approximately $30 thousand and $55 thousand for the years ended March 31, 2026 and 2025, respectively. Our capital expenditure was mainly used for purchases of equipment. We will continue to make capital expenditures to meet the expected growth of our business.

Contractual Obligations

Our commitments and contingencies include borrowings from bank, and a related party. We have also entered into non-cancellable operating leases agreements for our offices.

As of March 31, 2026, our contractual obligations consisted of the following:

Based on the current operating plan, completed and planned financing activities, including this offering, and the continued financial support from our principal shareholders, we believe the Company will have sufficient working capital and other financial resources to fund operations and meet its financial obligations for at least twelve months from the date of this prospectus. However, it may need additional cash resources in the future if it experiences changed business conditions or other developments, and may also need additional cash resources in the future if it wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed our amounts of cash on hand, we may seek to issue additional debt or equity securities or obtain a credit facility.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements for the years ended March 31, 2026 and 2025 that have or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.

Trend Information

Other than as described elsewhere in this prospectus, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information not necessarily to be indicative of future operating results or financial condition.

Internal Control over Financial Reporting

As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the audits of our combined and combined financial statements included in this prospectus, we and our independent

registered public accounting firm identified two material weaknesses in our internal control over financial reporting as of March 31, 2026. The material weaknesses identified are relate to (i) the lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of U.S. GAAP and financial reporting requirements set forth by the SEC to design and implement key controls over financial reporting process to address complex U.S. GAAP accounting issues and related disclosures, in accordance with U.S. GAAP and SEC financial reporting requirements; (ii) the lack of formal internal control policies and independent supervision function to establish formal risk assessment process and internal control framework.

Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal controls under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in our internal controls over financial reporting. Had we performed a formal assessment of our internal controls over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional material weaknesses or internal control deficiencies may have been identified.

To remediate our identified material weaknesses, we plan to adopt measures to improve our internal controls over financial reporting, including, among others: (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen our financial reporting function and to set up a financial and system control framework; (ii) organizing regular training for our accounting staff, especially training related to U.S. GAAP and SEC reporting requirements, (iii) formulating U.S. GAAP accounting policies and procedures manual, which will be maintained, reviewed and updated, on a regular basis, to the latest U.S. GAAP accounting standards, (iv) establishing assessment of Sarbanes-Oxley compliance requirements and improvement of overall internal control. We will continue to take additional measures to remediate the material weaknesses, including appointing independent directors, establishing an audit committee, and strengthening corporate governance, which will be completed at the time of effectiveness of our registration statement for our initial public offering. However, the implementation of these measures may not fully address these material weaknesses in our internal control over financial reporting, and we cannot conclude that they have been fully remediated. Our failure to correct these material weaknesses or failure to discover and address any other material weaknesses could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Inflation Risk

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

Foreign Currency Risk

Our functional currency is the Vietnamese Dong (“VND”) and our reporting currency is the U.S. dollar. Substantially all of our revenues, costs, assets, and liabilities are denominated in VND. Translation differences between the VND and USD are recognized in accumulated other comprehensive income. A hypothetical 10% depreciation in the VND against the USD would reduce our reported total assets by approximately $0.7 million. We do not currently use derivative financial instruments to hedge our currency exposure, and we intend to evaluate the implementation of a hedging policy following this offering as our U.S. dollar obligations increase.

Interest Rate Risk

Approximately 99.9% of our total borrowings ($25,346 thousand) consist of related-party obligations bearing fixed total repayment amounts at maturity with no explicit stated periodic interest rate. These obligations do not expose us to floating interest rate risk. Our remaining bank borrowings of $27 thousand bear market rates of interest but represent an immaterial portion of our debt. Following this offering and the anticipated retirement of related-party obligations, we may access market-rate credit facilities at floating rates, at which point we will become subject to interest rate sensitivity. We will assess and implement an interest rate risk management policy in connection with any post-offering refinancing.

Credit Risk

We are exposed to credit risk through accounts receivable and a short-term loan advance within prepaid assets.; a sustained deterioration in property values would impair the value of this collateral and could require additional loss provisions. We manage credit risk through our CECL methodology, active monitoring and collection processes. As of March 31, 2026, cash, cash equivalents, and restricted cash totaling $1.7 million is held with large regulated financial institutions in Vietnam.

Critical Accounting Estimates

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the combined financial statements.

We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates. No critical accounting estimate was identified in the preparation of our financial statements.

Recently Issued Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in Note 2 — “Summary of principal accounting policies — Recently issued accounting pronouncements” of our financial statements included elsewhere in this registration statement.

CORPORATE HISTORY AND STRUCTURE

Overview

We are holding company that through its operations is a property technology, or “PropTech,” group that designs, develops and operates digital platforms and technology solutions for the real estate sector. We conduct our operations principally in Vietnam through Meey Land Group Joint Stock Company (“Meey Land”, “they”, “their”, “them” and “Meey Group”) and its subsidiaries. Unless the context otherwise requires, references in this prospectus to the “we,” “us” and “our” mean Meey Global Corp and its consolidated subsidiaries.

Meey Global Corp, the issuer of the securities offered in this prospectus, is an exempted company incorporated with limited liability in the Cayman Islands. Meey Global Corp is a holding company that does not conduct any active operations and has no material assets other than its 100% equity interest in Meey Holding Singapore Pte. Ltd. We conduct substantially all of our business operations through our operating subsidiaries in Vietnam.

Corporate History

Meey Land was incorporated as a joint stock company under the laws of Vietnam on August 15, 2019, with their head office in Hanoi, Vietnam. In 2020, Meey Land registered as a public company with the State Securities Commission of Vietnam (the “SSC”). By official letter dated January 3, 2025, the SSC confirmed the deregistration of Meey Land as a public company, with effect from November 29, 2024. As of the date of this prospectus, Meey Land is a non-public joint stock company.

On October 18, 2023, Meey Finance Technology Joint Stock Company (“Meey Finance”) was incorporated as a joint stock company under the laws of Vietnam, with its head office in Hanoi, Vietnam. Historically, Meey Finance operated a digital financial platform focusing on real estate-related financial products through two primary operational models:

•        Co-Investment Model (Principal Model): Meey Finance acted as a principal by acquiring real estate assets with concurrent repurchase options. To fund these acquisitions, it mobilized capital from individual investors through Business Cooperation Contracts (BCCs), managing the funds and distributing returns upon the sellers’ exercise of their repurchase options.

•        Real Estate Transaction Advisory & Support (Intermediary Model): Meey Finance functioned as an intermediary facilitator. It provided transaction structuring, brokerage, consultancy, and payment mandate services to facilitate direct real estate transfers and repurchase agreements between property owners and investors. The operational execution of both models relied on a structured fund-movement system, utilizing specialized collection-payment accounts integrated with major Vietnamese commercial banks.

On December 11, 2023, Meey Founder Joint Stock Company (“Meey Founder”) was incorporated as a joint stock company under the laws of Vietnam, with an initial registered charter capital of VND23,850,000,000 (approximately US$932,551). The charter capital was contributed in kind by four founding shareholders, including Mr. Hoang Mai Chung, Mr. Trinh Dinh Diep, Mr. Tran Quang Hung and Mr. Nguyen Quoc Truong, through the contribution of their respective shares in Meey Land. Meey Founder was established primarily to hold equity interests in Meey Land and to facilitate a potential listing of the Group on an international securities exchange.

On April 3, 2024, Meey Holding Singapore Pte. Ltd. (“Meey Holding Singapore”) was incorporated as a private company limited by shares under the laws of Singapore, to serve as the Group’s offshore intermediate holding company in connection with the proposed international listing. On July 22, 2024, Meey Holding Singapore entered into a share purchase agreement with the founding shareholders of Meey Founder to acquire an aggregate of 200,000 ordinary shares of Meey Founder, representing 100% of the voting power of Meey Founder, for an aggregate consideration of VND2,000,000,000 (approximately US$78,201), or VND10,000 per share. The acquisition closed on August 16, 2024. As a result, Meey Holding Singapore became the sole holder of the ordinary shares of Meey Founder, which carry 100% of the voting rights but represent only approximately 8.39% of the total charter capital (and economic interests) in Meey Founder. The remaining 91.61% of the charter capital of Meey Founder continued to be held by the founding shareholders in the form of non-voting dividend preferred shares, which carry economic rights but no voting rights.

On October 1, 2024, newly issued shares of Meey Finance were formally registered, resulting in Meey Land holding 84.5% of ordinary shares of Meey Finance through a debt-to-equity conversion. Meey Land held 84.5% of ordinary shares in Meey Finance from such date until the transfer of that interest on March 20, 2026.

On January 20, 2025, Mr. Chung and Meey Community Joint Stock Company (“Meey Community”) converted an aggregate principal amount of VND430,000,000,000 (approximately US$16,812,901) of outstanding loans owed to them by Meey Land into equity of Meey Land. Because the Vietnamese statutory share-capital framework applicable to Meey Land does not distinguish between share capital and additional paid-in capital, the entire amount of the converted indebtedness was recorded as an increase in share capital, with a corresponding reduction in liabilities.

On March 20, 2026, as part of our strategic refocusing to streamline core operations, Meey Land transferred its entire 84.5% equity interest in Meey Finance to an affiliated entity named Meey Homes Real Estate Technology Joint Stock Company, an entity partially owned by our Chairman, Mr. Hoang Mai Chung. Following completion of this transfer, Meey Finance ceased to be a part of our Group, and we no longer engage in or derive revenue from any of its historical business activities.

On March 25, 2026, Meey Land acquired from Mr. Hoang Mai Chung 499,500 ordinary shares of Mey Asset Vietnam Joint Stock Company (“Mey Asset”), representing 99.90% of its charter capital, for aggregate consideration of VND4,995,000,000 (approximately US$190,717). Mey Asset is primarily engaged in real estate transactions and had not commenced material operations as of March 31, 2026.

Reorganization

In anticipation of this offering, we undertook a series of transactions to reorganize our corporate structure (collectively, the “Reorganization”). The Reorganization was designed to (i) address the structural separation of voting rights and economic interests at Meey Founder described above, which would otherwise have prevented Meey Holding Singapore from consolidating 100% of the economic results of Meey Founder and Meey Land under applicable accounting standards, (ii) consolidate the Group’s Vietnam operating entities under a single Vietnamese holding company, and (iii) position Meey Global Corp as the listing vehicle for this offering and the ultimate parent of the Group. The Reorganization is described in chronological order below.

On January 22, 2026, Meey Vietnam Joint Stock Company (“Meey Vietnam”) was incorporated as a joint stock company under the laws of Vietnam, with its head office in Hai Phong, Vietnam. The founding shareholders of Meey Vietnam were Mr. Chung, Ms. Nguyen Ly Kieu Anh, Mr. Nguyen Duc Tai and Meey Founder. Meey Vietnam has a registered charter capital of VND294,600,000,000 (approximately US$11,518,084), divided into 29,460,000 ordinary shares with a par value of VND10,000 per share.

On the same date, Mr. Chung and Meey Founder contributed their respective shareholdings in Meey Land to Meey Vietnam as capital contributions in kind in exchange for newly issued ordinary shares of Meey Vietnam. As a result of these contributions, Meey Vietnam became the holder of a majority of the charter capital of Meey Land, and Meey Founder ceased to be a direct shareholder of Meey Land and instead held its interest in Meey Land indirectly through Meey Vietnam.

On March 26, 2026, following receipt of M&A Approval No. 546804 issued by the Hai Phong Department of Finance on March 13, 2026 (which confirmed that Meey Holding Singapore satisfied the conditions under Vietnamese law for acquiring shares in Meey Vietnam), Meey Holding Singapore entered into a share purchase agreement with Mr. Chung and Meey Founder (collectively, the “Selling Shareholders”) to acquire an aggregate of 29,440,000 ordinary shares of Meey Vietnam, representing 99.94% of the charter capital of Meey Vietnam, together with all rights, title and interest in such shares (including all voting rights, economic rights and rights to receive dividends and other distributions). The remaining 0.06% of the charter capital of Meey Vietnam continued to be held by Mr. Nguyen Duc Tai and Ms. Nguyen Ly Kieu Anh. On April 23, 2026, Meey Holding Singapore was formally recognized as a foreign investor shareholder of Meey Vietnam pursuant to the Written Confirmation of Change in Enterprise Registration Information No. 40440/26 issued by the Hai Phong Department of Finance, and from such date has held 99.94% of the charter capital of Meey Vietnam with full shareholder rights and obligations under Vietnamese law.

On May 5, 2026, we completed the Reorganization. As of such date, Meey Global Corp owns 100% of the issued and outstanding share capital of Meey Holding Singapore and, indirectly through Meey Holding Singapore holds controlling interests in Meey Vietnam and Meey Land. Meey Global Corp is the ultimate parent of the Group and the listing vehicle for this offering.

Following the completion of this offering, we will be a “controlled company” within the meaning of the rules and regulations of the Nasdaq listing rules and may rely on exemptions from certain corporate governance requirements. As of the date of this prospectus, Mr. Hoang Mai Chung, our Chairman of our Board of Directors, Chief Executive Officer and Chief Financial Officer, through Meey Founder Ltd., which is owned 100% by Mr. Hoang Mai Chung, beneficially owns 2,300,000 Ordinary Shares, representing 100% of the total voting power of our share capital. Following completion of this offering, 80% of the issued share capital of our Company will be owned by Mr. Hoang Mai Chung and he will hold 80% of our total voting power. As a “controlled company,” Meey Global Corp is eligible to utilize certain exemptions from the corporate governance requirements of the Nasdaq listing rules. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Corporate Structure

The following describes our corporate structure as of the date of this prospectus, after giving effect to the Reorganization:

•        Meey Global Corp is an exempted company incorporated with limited liability in the Cayman Islands. It is the ultimate parent of the Group and the issuer of the securities offered in this prospectus.

•        Meey Holding Singapore is a private company limited by shares incorporated under the laws of Singapore and is a wholly owned subsidiary of Meey Global Corp. Meey Holding Singapore serves as the Group’s offshore intermediate holding company.

•        Meey Vietnam is a joint stock company incorporated under the laws of Vietnam. Meey Holding Singapore holds 99.94% of the charter capital of Meey Vietnam, with the remaining 0.06% held by Mr. Nguyen Duc Tai and Ms. Nguyen Ly Kieu Anh. Meey Vietnam serves as the Group’s onshore intermediate holding company in Vietnam.

•        Meey Land is a joint stock company incorporated under the laws of Vietnam, a majority of whose charter capital is held by Meey Vietnam. Meey Land is the Group’s principal Vietnamese operating company.

•        Mey Asset is a joint stock company incorporated under the laws of Vietnam and is 99.90% owned by Meey Land. It is primarily engaged in real estate transactions and had not commenced material operations as of March 31, 2026.

In addition, Meey Holding Singapore continues to hold 100% of the ordinary shares of Meey Founder, which carry 100% of the voting power but represent only approximately 8.39% of the total charter capital (and economic interests) in Meey Founder. The remaining 91.61% of the charter capital of Meey Founder is held by the founding shareholders in the form of non-voting dividend preferred shares. As a result of the Reorganization, Meey Founder no longer holds any direct or indirect interest in Meey Land, and does not form part of our consolidated group for financial reporting purposes.

The following diagrams illustrate, in simplified form, our corporate structure (i) immediately prior to the Reorganization and (ii) as of the date of this prospectus, after giving effect to the Reorganization. The diagrams omit certain immaterial entities and ownership relationships, and percentages indicate the holder’s percentage of the charter capital (or, in the case of Meey Founder, the percentage of voting shares and economic interests, as indicated) of the entity shown immediately below.

Organizational Chart — Pre-Reorganization

Description:    Prior to the Reorganization, Mr. Hoang Mai Chung, Mr. Trinh Dinh Diep, Mr. Tran Quang Hung and Mr. Nguyen Quoc Truong (the founding shareholders of Meey Founder) hold 91.61% of the total charter capital of Meey Founder in the form of non-voting, dividend preferred shares. Meey Holding Singapore holds 100% of the ordinary shares of Meey Founder, which carry 100% of the voting rights but represent only approximately 8.39% of the total charter capital (and economic interests) in Meey Founder. At such time, Meey Founder, Mr. Hoang Mai Chung and other shareholders hold the charter capital of Meey Land (Vietnam).

Organizational Chart — Post-Reorganization

Description:    Meey Global Corp holds 100% of Meey Holding Singapore. Meey Holding Singapore holds (i) 99.94% of the charter capital of Meey Vietnam (Vietnam), with the remaining 0.06% held by Mr. Nguyen Duc Tai and Ms. Nguyen Ly Kieu Anh, and (ii) 100% of the ordinary shares of Meey Founder (Vietnam), which carry 100% of the voting power but represent only approximately 8.39% of the total charter capital (and economic interests) in Meey Founder, with the remaining 91.61% of the charter capital of Meey Founder held by the founding shareholders in the form of non-voting, dividend preferred shares. Meey Vietnam holds a majority of the charter capital of Meey Land (Vietnam). In addition, Meey Founder Ltd. holds 100% of the issued and outstanding ordinary shares of Meey Global Corp, and Meey Land holds 99.90% of the charter capital of Mey Asset.

Scale of Global Real Estate Relative to Other Major Asset Classes

Source: Frost & Sullivan Report.

Notwithstanding its scale, real estate remains among the less digitized major sectors. Frost & Sullivan notes that only a small fraction of global real estate value is directly accessible through listed real estate securities; the overwhelming majority of the asset class is privately held, illiquid and locally traded. Illiquidity, locally fragmented and often non-public transaction data, multi-party paper-based closing processes and heavy reliance on informal intermediaries have historically resisted digitization. These are precisely the frictions that PropTech platforms target.

Technology Penetration: Real Estate Compared with Other Industries

Source: Frost & Sullivan Report. Technology-spend benchmarks are Frost & Sullivan estimates.

DEFINITION AND CLASSIFICATION OF THE PROPTECH PLATFORM INDUSTRY

The PropTech platform industry refers to digital marketplace service providers that connect real estate supply-side participants, such as developers, private landlords and licensed brokers, with demand-side participants, such as home buyers, tenants and institutional investors. The industry covers residential and commercial real estate and addresses historically fragmented markets in which information asymmetry and manual workflows create substantial opportunities for software automation and data-driven decision-making. For the purposes of the Frost & Sullivan Report, the scope excludes physical construction technology, smart-building hardware, property-management hardware and general-purpose financial technology, unless directly integrated into digital property transaction workflows.

According to the Frost & Sullivan Report, three principal PropTech platform business models have developed in Vietnam:

•        Property listing portal platforms.    These platforms treat large-scale consumer-side user traffic as their core competitive advantage, and advertising fees paid by real estate developers and brokerage agents account for the majority of their total revenue. They deliver fundamental property supply-demand matching functions while equipping brokers with only simple, lightweight auxiliary operational tools.

•        Data and SaaS integrated ecosystem platforms.    These platforms build competitive barriers through self-developed automated property valuation algorithms and comprehensive end-to-end customer relationship management (“CRM”) software-as-a-service (“SaaS”) systems tailored for real estate brokers. They have a diversified revenue structure with balanced contributions from advertising, recurring subscription and transaction commission income, and additionally provide authorized paid data licensing and professional analytical tools for institutional clients, including commercial banks, urban planning authorities and real estate investment institutions.

•        Vertical segmented PropTech platforms.    These platforms concentrate on a single niche real estate track rather than a comprehensive full-cycle service, and include short-term and long-term rental matching and management services, independent property appraisal and real estate financial matching businesses, and small-scale operators offering simplified valuation tools to individual brokers.

VALUE CHAIN OF THE PROPTECH PLATFORM INDUSTRY

According to the Frost & Sullivan Report, the PropTech platform industry chain comprises three core segments. Upstream resource providers supply foundational operating inputs, including real estate inventory from developers and private sellers, auxiliary third-party transaction partners, and marketing traffic from social media. The midstream segment forms the value creation core, where PropTech platform providers operate across four key functions. Downstream customers comprise the end-demand side that generates advertising, transaction and recurring subscription revenue for the platform.

Value Chain of the PropTech Platform Industry

Source: Frost & Sullivan Report.

MARKET SIZE OF THE PROPTECH PLATFORM INDUSTRY

Metric definitions

The Frost & Sullivan Report measures the PropTech platform market on a platform-revenue basis. Platform revenue means direct gross income earned by the platform from its operations, such as advertising, subscriptions and commissions. This is a narrower measure than the total value of the digital property services ecosystem. Transaction value means the total value of property transactions processed through the platform. Credit or loan volume means the total value of loans originated or facilitated through the platform. Monthly active users (“MAU”) means the count of unique monthly active platform users. Investors should note that the platform-revenue market size and the transaction-value market size presented below are different metrics and are not additive.

Global, Asia and Southeast Asia PropTech platform market

According to the Frost & Sullivan Report, the global PropTech platform market, measured by platform revenue, was valued at approximately USD31.9 billion in 2025 and is projected to reach approximately USD62.3 billion by 2030 and approximately USD429.6 billion by 2055. The Asia PropTech platform market was valued at approximately USD11.2 billion in 2025 and is projected to reach approximately USD23.8 billion by 2030. The Southeast Asia PropTech platform market was valued at approximately USD2.1 billion in 2025 and is projected to reach approximately USD4.5 billion by 2030. Vietnam’s PropTech platform market was valued at approximately USD306.5 million in 2025 and is projected to reach approximately USD717.5 million by 2030. The Vietnam market is discussed in detail under “Business — Industry Overview.”

PropTech Platform Market Size (by Platform Revenue), by Geography, 2025 – 2055E (USD billion)

Source: Frost & Sullivan Report.

Vietnam accounted for approximately 14.7% of the Southeast Asia PropTech platform market and approximately 1.0% of the global PropTech platform market in 2025. Frost & Sullivan expects Vietnam’s share of the Southeast Asia market to increase to approximately 16.0% by 2055, reflecting an expected growth rate above the regional average. See “Business — Industry Overview — Tier 1 — Vietnam: Meey Group’s Beachhead Market” for the size and composition of the Vietnam PropTech platform market.

DRIVERS OF THE PROPTECH PLATFORM INDUSTRY

Source: Frost & Sullivan Report.

DEVELOPMENT TRENDS OF THE PROPTECH PLATFORM INDUSTRY

Source: Frost & Sullivan Report.

VALUATION AND METRICS OF COMPARABLE LISTED COMPANIES

The following table sets forth selected valuation metrics for listed companies identified by Frost & Sullivan as operating in comparable segments of the global PropTech industry, as of June 30, 2026. These companies operate in different geographic markets, at different stages of maturity and with different business mixes from ours, and the information below is presented for industry context only. It is not a valuation of our company and should not be relied upon as an indication of the value of our Ordinary Shares.

Valuation and Metrics of Comparable Companies, as of June 30, 2026

Source: Frost & Sullivan Report.

COMPARATIVE MARKET READINESS ACROSS SOUTHEAST ASIA

According to the Frost & Sullivan Report, PropTech solutions developed for the Vietnamese market are, in principle, transferable to markets with comparable structural characteristics, and a number of emerging economies in Southeast Asia share those characteristics. Frost & Sullivan assesses market readiness across four dimensions: data fragmentation, digitization gap, actionable compliance pathways and viable business-to-business monetization use cases.

BUSINESS

MISSION

To lead the digital transformation of Vietnam’s real estate industry — applying advanced technology to build a transparent, efficient, and data-driven property market that enhances liquidity, expands access to homeownership, and delivers sustainable value for every participant in the real estate ecosystem.

VISION

We aspire to become a multinational technology corporation, building Southeast Asia’s most comprehensive integrated PropTech ecosystem, and deliver measurable value — in transparency, efficiency, and liquidity — to every participant in the property market.

OVERVIEW

Our Business and Principal Activities

We are a holding company incorporated as an exempted company in the Cayman Islands and conduct all our operations through our subsidiaries in Singapore and Vietnam. We are a wholly-owned subsidiary of Meey Founder Ltd., also a holding company, incorporated as a British Virgin Islands business company, in the British Virgin Islands. As of the date of this prospectus, Mr. Hoang Mai Chung owns 100% of the outstanding ordinary shares of Meey Founder Ltd. Our principal operating subsidiary, Meey Land Group Joint Stock Company (“Meey Land”) is a data and technology-driven PropTech company incorporated and headquartered in Vietnam. Through Meey Land, we develop, operate, and commercialize an integrated ecosystem of digital real estate platforms and data intelligence services designed to modernize Vietnam’s property market.

Meey Land’s flagship listing marketplace, Meeyland.com, enables buyers, sellers, agencies, and developers to list, discover, and transact residential and commercial properties across Vietnam. Meey Land’s data and intelligence products — including Meey Map (land planning and geospatial intelligence), Meey Value (automated valuation model), and Meey Atlas (national-scale spatial infrastructure) — together form a comprehensive real estate data infrastructure serving the Vietnamese market. Meey Land’s broker productivity platform (Meey CRM) and immersive visualization tools (Meey 3D) complete an end-to-end ecosystem that serves the full real estate value chain.

Customers

Meey Land’s platform and products serve six distinct customer and user groups across Vietnam’s real estate value chain:

AI and Technology Approach

Artificial intelligence and machine learning are central to Meey Group’s long-term technology development strategy. Meey Group is actively building AI capabilities across four primary functional domains, with the objective of making AI-driven intelligence pervasive across their platform ecosystem.

Based on our internal research, we believe that, during the period from April 1, 2025 through March 31, 2026, MeeyLand’s platform contained an average of more than 256,743 active property listings, its applications (include other apps in the ecosystem) had been downloaded more than 300,000 times, and its website had more than 10,000 total users.

Meey Land currently operates [28] representative offices across Vietnam’s major commercial centers, enabling both the Meey Land online platform and its offline professional services network to serve customers throughout the country.

INDUSTRY OVERVIEW

Vietnam’s Real Estate Market

Vietnam’s real estate sector is among the largest and fastest-growing in Southeast Asia, supported by urbanization, rising household incomes and sustained foreign direct investment.

At the same time, Vietnam’s real estate market is characterized by significant structural inefficiencies that create the market opportunity for Meey Group’s integrated technology platform. Publicly available land planning and zoning information remains fragmented and difficult to access. Property listings frequently contain inaccurate or fabricated information. There is no standardized independent automated property valuation methodology. Real estate transaction processes remain largely manual and paper-based, with low digitization among brokers and transaction participants. These inefficiencies create friction, reduce market liquidity, and generate substantial information asymmetry between buyers, sellers, and financial institutions.

The following presents additional information on the Vietnamese real estate and PropTech markets derived from the Frost & Sullivan Report. For industry definitions, the industry value chain, the metric definitions used below and global and regional market data, see “Industry Overview.”

Macroeconomic and Real Estate Market Indicators

According to the Frost & Sullivan Report, Vietnam’s nominal gross domestic product increased from USD366.5 billion in 2021 to USD514.0 billion in 2025 and is projected to reach USD729.5 billion by 2030, while smartphone penetration is projected to rise from 84.4% in 2025 to 95.3% in 2030. The total number of housing units grew from 27.2 million in 2021 to 30.8 million in 2025. Total resale transaction volume rose from 282.0 thousand units in 2021 to a peak of 785.0 thousand units in 2024 before declining to 580.4 thousand units in 2025, and is projected to recover to 1,552.5 thousand units by 2030. Total rental volume increased from USD20.7 billion in 2021 to USD33.3 billion in 2025 and is projected to reach USD55.2 billion by 2030.

Selected Macroeconomic and Real Estate Market Indicators, Vietnam, 2021 – 2030E

____________

Source: Frost & Sullivan Report.

Digitalization of Vietnam’s Real Estate Value Chain

The Frost & Sullivan Report identifies four structural pain points in Vietnam’s real estate market that correspond to the inefficiencies described above: fragmented market data, with no unified or authoritative source of transaction information; limited pricing transparency, with Vietnam classified in the “semi-transparent” tier and ranked 49th of 89 economies in the 2024 JLL Global Real Estate Transparency Index; continued dependence on traditional and often unlicensed intermediaries; and lengthy, predominantly paper-based transaction processes. Frost & Sullivan estimates that industry average transaction costs in existing house sales account for approximately 3.4% of property asset value, and that developer distribution costs account for approximately 11.0% of total project expenditure.

Because no official measure of real estate sector digitization exists in Vietnam, Frost & Sullivan developed a stage-weighted digitalization index for the purposes of the Frost & Sullivan Report, which yields a composite of approximately 22%. The index indicates that search and discovery is already relatively digitized while the data, transaction and financing layers remain structurally under-digitized. The index is an analytical construct developed by Frost & Sullivan and is not an official statistic.

Vietnam Real Estate Digitalization Index — Stage-Weighted Composite

____________

Source: Frost & Sullivan Report.

The PropTech Opportunity: A Three-Tier Market

Meey Group operates at the intersection of three nested market opportunities — Vietnam as Meey Group’s current operating base and largest near-term revenue opportunity, Southeast Asia as their primary expansion region, and the global PropTech industry as the long-term horizon into which their technology stack and data assets can ultimately scale.

Tier 1 — Vietnam: Meey Group’s Beachhead Market

Despite the scale of Vietnam’s real estate market, its digital and technology infrastructure remains significantly underdeveloped. Meey Group competes across five activities within Vietnam’s digital property services value chain: online property listings and agent and developer marketing; real estate customer relationship management and professional broker software; real estate data, valuation and analytics services; PropTech-enabled mortgage origination and financing enablement; and developer software-as-a-service and project marketing technology. The size and composition of the Vietnam PropTech platform market across these activities are set out below.

Vietnam PropTech Platform Market Size

According to the Frost & Sullivan Report, Vietnam’s PropTech platform market increased from USD143.4 million in 2021 to USD306.5 million in 2025, representing a compound annual growth rate of 20.9%, and is expected to reach USD717.5 million by 2030, representing a compound annual growth rate of 18.5%. Transaction revenue exhibits the strongest growth momentum, with a projected compound annual growth rate of 30.3% from 2025 to 2030, while advertising revenue is expected to decline from 67.5% of the market in 2025 to 53.6% in 2030.

Vietnam PropTech Platform Market Size (by Platform Revenue, by Revenue Stream), 2021 – 2030E (USD million)

____________

Note: “Others” comprises customized services such as zoning and planning research and reports. Source: Frost & Sullivan Report.

The total online transaction value processed by Vietnam’s PropTech platform industry expanded from USD0.4 billion in 2021 to USD2.7 billion in 2025 and is projected to reach USD22.0 billion by 2030, representing a compound annual growth rate of 52.2%. Existing house sales demonstrate the strongest momentum among the three segments, with a projected compound annual growth rate of 53.8% from 2025 to 2030.

Vietnam PropTech Platform Market Size (by Online Transaction Value), 2021 – 2030E (USD billion)

____________

Note: Figures may not sum precisely due to rounding. Source: Frost & Sullivan Report.

Frost & Sullivan estimates that average monthly visits to Vietnam’s PropTech platforms will increase from 8.0 million in 2025 to 23.9 million in 2030, representing a compound annual growth rate of 24.5%, and that average monthly active users will expand from 2.3 million to 6.9 million over the same period, representing a compound annual growth rate of 24.4%. Of monthly active users in 2025, Frost & Sullivan estimates that transactors accounted for 38.0%, brokers and agencies for 30.2%, investors for 17.1%, developers for 5.2% and other users, including banks and government agencies, for 9.5%.

Tier 2 — Southeast Asia: Primary Expansion Region

Southeast Asia represents Meey Group’s primary international expansion opportunity. According to the Frost & Sullivan Report, the Southeast Asia PropTech platform market, measured on a platform-revenue basis, was valued at approximately USD2.1 billion in 2025 and is projected to reach approximately USD4.5 billion by 2030, of which Vietnam accounted for approximately 14.7% in 2025. Measured at the Asia regional level, the PropTech platform market was valued at approximately USD11.2 billion in 2025 and is projected to reach approximately USD23.8 billion by 2030. The region encompasses six major markets — Vietnam, Indonesia, Thailand, Malaysia, Singapore and the Philippines. See “Industry Overview — Market Size of the PropTech Platform Industry” and “Industry Overview — Comparative Market Readiness Across Southeast Asia.”

Meey Group’s technology stack — built for the complexities of an emerging-market real estate environment characterized by fragmented land registries, informal brokerage networks, and limited credit infrastructure — is well-suited for adaptation across comparable Southeast Asian markets. Meey Group intend to pursue staged market entry into selected Southeast Asian countries following the completion of this offering, prioritizing markets with structural real estate data gaps and high broker digitization demand.

Tier 3 — Global PropTech: Long-Term Horizon

The global PropTech market represents the long-term addressable horizon for Meey Group’s technology platform and data assets. According to the Frost & Sullivan Report, the global PropTech platform market, measured on a platform-revenue basis, was valued at approximately USD31.9 billion in 2025 and is projected to reach approximately USD62.3 billion by 2030.

Frost & Sullivan identifies three development trends accelerating global PropTech adoption: return-on-investment-oriented artificial intelligence implementation; data governance as the core source of competitive advantage; and migration from disparate point tools to integrated platforms operating as centralized digital operating hubs. See “Industry Overview — Drivers of the PropTech Platform Industry” and “Industry Overview — Development Trends of the PropTech Platform Industry.”

Competitive Landscape

Vietnam’s online real estate market is served by a range of portal, classifieds, and technology businesses operating across different segments of the value chain. The principal competitive categories and their leading participants are as follows:

We believe Meey Group is differentiated from each of these competitors in the following material respects: (i) we believe that Meey Group is the only platform in Vietnam that integrates a listings marketplace (Meeyland.com) with AI-powered land planning data (Meey Map), automated valuation (Meey Value) and broker CRM (Meey CRM) in a single unified ecosystem; (ii) Meey Group has built proprietary national-scale geospatial infrastructure (Meey Atlas) that we believe has no direct competitive equivalent in Vietnam; and (iii) their data assets — accumulated across millions of property listings, land parcel queries, and valuation requests — create a data moat that strengthens our AI capabilities over time.

Structure of Vietnam’s PropTech Platform Market

The competitive categories and participants described above sit within a market that, according to the Frost & Sullivan Report, is characterized by a highly fragmented competitive landscape, valued at approximately USD306.5 million in 2025. The broader PropTech ecosystem comprises an estimated 200 participants, including start-ups, established property portals, software providers and specialized service providers, of which approximately 140 are dedicated PropTech start-ups identified by industry sources. A small number of well-capitalized, integrated online-to-offline platforms hold significant positions in major urban centers through proprietary technology, extensive broker networks and substantial venture capital and private equity backing. The majority of participants are small, hyper-local or niche-focused operators that lack the scale and resources to compete nationally. This bifurcation creates a market in which top-tier participants benefit from network effects and diversified revenue streams, while the long tail of fragmented competitors remains confined to secondary cities or specific property segments.

Technology evolution framework

Frost & Sullivan has developed an analytical framework for the evolution of PropTech platforms that identifies four technological stages. This framework is an analytical construct developed by Frost & Sullivan for the purposes of the Frost & Sullivan Report and is not an industry standard classification.

PropTech Technology Evolution Framework

____________

Source: Frost & Sullivan Report.

Capability profile of market participants

Frost & Sullivan observes that most participants in Vietnam’s PropTech market operate narrow, single-function capability stacks. Platforms typically run siloed technology stacks, in which listings, search and basic customer relationship management functions are delivered without cross-module integration. Features such as virtual tours and chatbots are generally deployed as discrete point solutions rather than as components of an integrated system, improving user experience incrementally without addressing the structural frictions in the transaction process. Data tends to accumulate within isolated domains, such as search history or listing views, without the cross-functional synthesis required for predictive analytics, dynamic pricing or personalized financial product matching. Most participants are also unable to close transactions digitally: they facilitate information discovery but hand off contracting, payment, mortgage and title transfer to offline intermediaries.

Source: Frost & Sullivan Report.

Selected market participants

The following table sets forth selected Vietnamese market participants identified in the Frost & Sullivan Report, grouped by business model. The participants are not directly comparable to one another, and the table does not constitute a like-for-like ranking. Certain of the data below are company-reported and have not been independently verified.

Selected Participants in Vietnam’s PropTech Platform Market

____________

Source: Frost & Sullivan Report.

Barriers to Entry

The Frost & Sullivan Report identifies four principal categories of barrier to entry in Vietnam’s PropTech platform market.

Principal Barriers to Entry in Vietnam’s PropTech Platform Market

____________

Source: Frost & Sullivan Report.

Regulatory Developments Affecting the Industry

Frost & Sullivan considers the regulatory environment in Vietnam to be evolving in a direction supportive of digital real estate infrastructure. The revised Housing Law, implemented on March 1, 2026, introduces electronic identification codes for each housing unit and mandates a centralized National Housing and Real Estate Information System and Database overseen by the Ministry of Construction, with data integrated with population, land, finance, taxation and banking systems through application programming interfaces. The revised Investment Law, effective on the same date, revises market access rules for offshore investors in PropTech platform development. Frost & Sullivan observes that 2026 is a transition year for the industry: data quality is expected to improve, but integration costs and uneven local reporting are expected to remain, and while official databases are expected to reduce reliance on data scraping, extraction rights, paid data access and public-sector data-sharing rules remain key constraints. For a description of the laws and regulations applicable to our operations, see “Regulation.”

DEVELOPMENT OF OUR PRODUCT PORTFOLIO

We have progressively expanded our product portfolio since Meey Land commenced operations. In 2023, we launched Meey 3D, Meey Project, Meey Share, Meey Value, Meey Review and Meey Chat. In 2025, we launched Meey Atlas, our proprietary national-scale geospatial mapping platform.

Meey Atlas is designed to serve as the foundational geospatial infrastructure for the Meey Group ecosystem. It provides vector mapping, navigation, routing and point-of-interest data and integrates search, geocoding, clustering, recommendation and valuation capabilities.

The table below sets forth the key development milestones in Meey Group’s history:

PRODUCTS AND TECHNOLOGY UNDER DEVELOPMENT

They plan to develop additional artificial intelligence and machine learning capabilities across MeeyLand’s ecosystem. These development initiatives include AI models intended to identify potentially fabricated, duplicated or misleading property listings for Meeyland.com; machine learning models for automated property valuation through Meey Value; natural-language and geospatial tools intended to convert land-use planning documentation into structured and searchable information for Meey Map; and recommendation functionality designed to improve buyer-property matching on Meeyland.com.

They are also planning to develop AI-assisted tools intended to help property owners and agents prepare and publish listings and improve audience targeting. In addition, they have begun implementing large language models to provide natural-language interaction and knowledge retrieval relating to market information, pricing trends, zoning and planning information and legal or transactional guidance.

Certain product-specific capabilities remain under development. Meey Map’s AI-assisted optical character recognition functionality for land-title documents is in development; AI-assisted pricing recommendations for Meey Value are in development; AI-enhanced processing modules for Meey 3D are currently under development; and chatbot and AI-assisted customer inquiry tools are currently in development.

PLATFORM AND TECHNOLOGY

Platform Overview

Meey Group’s primary user interface is the Meey Group platform ecosystem, which spans web browsers, mobile websites, and dedicated mobile applications for iOS and Android. Meey Group’s technology and product teams continuously invest in platform performance, user experience, and feature development across all products within the ecosystem.

Their platform is built on a proprietary, Vietnam-specific technology architecture designed to handle the unique characteristics of Vietnam’s real estate market — including fragmented land registries, informal brokerage networks, mixed-use urban density, and diverse transaction structures. All products within their ecosystem operate on integrated data infrastructure, enabling cross-platform data sharing, unified user identities through Meey ID, and consistent analytics across the portfolio.

Meey Group has developed proprietary, scalable technology platforms with features and functionality designed to deliver agents, developers, and property seekers a high-quality user experience. Their platforms have been developed to operate efficiently across different regions of Vietnam, with localized content, language support, and data relevant to each regional market.

Our business is underpinned by constant technological innovation and investment. We invest continuously in artificial intelligence, machine learning, geospatial data infrastructure, cloud scalability, and mobile application development.

Value Propositions

We believe user satisfaction is central to platform engagement, loyalty, and revenue growth. Meey Group’s technology platform is designed to deliver distinct value to each of their primary user groups:

•        Property seekers benefit from transparent, AI-verified listings, comprehensive zoning and land planning data, and automated property valuations — enabling more informed purchase and investment decisions.

•        Real estate agencies and brokers benefit from specialized CRM tools, lead management systems, professional listing capabilities, and performance analytics that improve transaction throughput and client relationships.

•        Developers and construction companies benefit from project marketing platforms, digital sales tools, buyer matching, and market intelligence that accelerate project sales cycles.

•        Banks and financial institutions benefit from AVM-based collateral valuation data, mortgage lead origination pipelines, and structured property market analytics that improve lending efficiency.

User Groups

Property Owners and Sellers

Property owners and individual sellers use the Meey Group platform to list, market, and manage their properties. Through Meeyland.com, sellers can access tools that streamline the entire sales process, including buyer matching, property value estimation tools, and professional listing templates.

Individual Buyers and Retail Investors

Buyers and individual investors leverage Meeyland.com’s comprehensive listings to search for residential and investment properties. They can access verified property details, location insights, and interactive visualizations to assess opportunities more effectively.

Banks and Financial Institutions

Banks and financial institutions utilize data from the Meey Group platform to benchmark property valuations and assess collateral risks. Meeyland.com provides structured data on real estate listings, transaction history, and market pricing, enabling banks to refine their internal pricing and lending models.

Developers and Construction Companies

Developers and construction firms use Meeyland.com to promote new projects and connect with potential buyers or brokers. They gain access to professional marketing tools such as 3D project visualization, aerial photography, and valuation-based pricing insights.

Agencies and Professional Brokers

Real estate agencies and licensed brokers represent a rapidly growing segment within our ecosystem. They use Meeyland.com to list and manage multiple properties, optimize pricing through our valuation tools, and access marketing services such as professional photography and 3D tours.

Other Users

Beyond transactional participants, Meeyland.com also attracts general users seeking market information, news, and insights on real estate trends, development projects, and market policies.

Artificial Intelligence and Machine Learning

As part of our long-term digital transformation strategy, Meey Group places artificial intelligence (“AI”) and machine learning (“ML”) at the core of Meey Group’s technology development roadmap. They are developing AI and ML capabilities designed to leverage their proprietary real estate data assets, enhance operational efficiency, and deliver personalized, data-driven insights to users across their ecosystem.

Meey Group is building machine learning models designed to predict the fair market value of real estate properties based on multiple attributes such as location, land area, legal status, property orientation, and surrounding amenities. These models are being designed to learn continuously from market data in order to detect pricing anomalies, analyze regional and historical price trends, and improve valuation accuracy over time.

Meey Group is also developing AI-driven tools to assist property owners and agents in creating and publishing listings more efficiently, optimizing exposure to target audiences and improving engagement rates.

Furthermore, Meey Group has begun implementing large language models (“LLMs”) to introduce natural-language interaction and intelligent knowledge retrieval capabilities across our platforms. These models are being developed to provide users with conversational access to information about market overviews, pricing trends, zoning and planning updates, and legal or transactional guidance.

PRINCIPAL CATEGORIES OF PRODUCTS AND SERVICES

Meey Group principal products and services are organized around the following categories:

Property marketplace and marketing solutions.    Meeyland.com is their flagship digital property platform through which users can list, manage, search and evaluate residential and commercial properties. The platform provides listing, property discovery, customer-management and marketing functionality and generates revenue primarily through subscription services and advertising placements. Meey Ads provides real estate-focused digital advertising tools that enable developers, agencies and individual sellers to manage and optimize multi-channel advertising campaigns.

Real estate data, geospatial and valuation solutions.    Meey Map provides land-use planning, cadastral, parcel-level and other geospatial information. Meey Value provides automated property valuation capabilities based on spatial information, planning data, property characteristics, market comparables, historical pricing and amenities. Meey Atlas provides national-scale geospatial mapping infrastructure and integrates mapping, routing, search, geocoding and other location-based functionality.

Broker and enterprise software.    Meey CRM is a real estate-focused customer relationship and operations management platform for brokers, agencies, project developers and investment teams. It centralizes customer information, property inventories, transactions, campaigns and performance analytics and supports the broker workflow from lead intake through transaction closing and post-sale follow-up.

Digital visualization and property information services.    Meey 3D enables the creation and publication of immersive three-dimensional property tours. Meey Project consolidates information relating to real estate developments, including project documentation, construction progress, pricing, amenities and developer information. Meey Share provides a real estate-focused social information and content platform.

Shared ecosystem infrastructure.    Meey ID provides unified identity, authentication and account-management functionality across the Meey Group ecosystem, including single sign-on, profile management, payments, subscription controls and digital signatures.

Meeyland.com

Meeyland.com is Meey Group’s flagship digital platform enabling users to list, manage, search, and evaluate residential and commercial properties. The platform provides sellers and brokers with standardized listing templates, multimedia uploads, legal document verification, customer management tools, and personalized marketing capabilities. For buyers, it delivers comprehensive search functionality, location-based discovery, verified property details, and AI-assisted valuation insights.

The platform is built on a scalable web-mobile architecture with integrated chat, booking, identity authentication, and analytics modules. Revenue is generated primarily through subscription services and advertising placements. Meey Land has completed full deployment on both web and mobile platforms.

Meey Map

Meey Map is Meey Group’s national-scale geospatial platform focused on land-use planning, cadastral data, parcel-level information, property valuation layers, and real estate development data. It currently represents one of the most comprehensive land-information systems in Vietnam, integrating planning maps from provincial and municipal authorities with proprietary valuation and market intelligence data.

The product enables users to search parcels by address, GPS coordinates, administrative units, or parcel identifiers; visualize multi-layer planning data; estimate property value; scan land-title documents through AI-assisted OCR (in development); convert coordinates between VN-2000 and WGS84; and compare multiple land parcels simultaneously.

Built on PostgreSQL/PostGIS, Node.js, Python processing pipelines, and React/Flutter frontends, Meey Map operates under a Data-as-a-Service model with subscription services, licensing, API commercialization, geo-targeted advertising, and enterprise spatial analytics offerings.

Meey Value