As filed with the U.S. Securities and Exchange Commission on October 19, 2026.

Registration No. 333-            

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

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

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iStep Learning plc
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s Name into English)

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80 Coleman Street, Suite 6.05
London EC2R 5BJ
United Kingdom
+44 20 4542 1887 Ext. 168
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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

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Copies to:

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

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

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

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

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

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

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

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

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

(Subject to Completion) Dated October 19, 2026

PRELIMINARY PROSPECTUS

iStep Learning plc

4,000,000 Ordinary Shares

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This is the initial public offering of iStep Learning plc. We are offering 4,000,000 ordinary shares, with a nominal value of £0.015625 per ordinary share, at a currently expected initial public offering price of between $4.00 and $5.00 per ordinary share.

Prior to this offering, there has been no public market for our ordinary shares. We intend to apply to list our ordinary shares on the NYSE American LLC, or the “NYSE American”, under the symbol “ISTL.” No assurance can be given that our application will be approved or that a trading market for our ordinary shares, will develop. This offering will not proceed unless our ordinary shares are accepted for listing on the NYSE American.

Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 15.

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We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, and a “foreign private issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Foreign Private Issuer” beginning on page 12 of this prospectus for more information.

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(1)       An underwriting discount equal to 7% of the initial public offering price will be provided to the underwriters. This table does not include a non-accountable expense allowance equal to 1% of the gross proceeds of this offering payable to the underwriters, or certain other expenses for which we have agreed to reimburse the underwriters. See “Underwriting” beginning on page 144 for a description of compensation payable to the underwriters.

(2)       Assuming that the underwriters do not exercise any portion of their option to purchase additional ordinary shares.

In addition to the underwriting discounts listed above, we have agreed to issue, upon closing of the offering, warrants to the underwriters, exercisable 180 days after the closing of the offering and carrying a term of one year from the closing of the offering, entitling the underwriters to purchase a number of ordinary shares equal to 3% of the number of ordinary shares issued in the offering, at a price per ordinary share equal to 120% of the initial public offering price. We expect our total cash expenses for this offering (including cash expenses payable to the underwriters for their out-of-pocket expenses) to be approximately $            , exclusive of the above discounts and non-accountable expenses. These payments will further reduce proceeds available to us before expenses. See “Underwriting” beginning on page 144.

We have granted the underwriters an option for a period of 45 days after the closing date of this offering to purchase up to an additional 15% of the ordinary shares to be offered by us pursuant to this offering, solely for the purpose of covering over-allotments, if any, at the initial public offering price less the underwriting discounts. If the underwriters exercise the option in full, the total underwriting discounts payable will be $            , based on an assumed initial public offering price of $            per ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and the total gross proceeds to us, before underwriting discounts, advisory fee and expenses, will be $            . See “Underwriting” beginning on page 144 for more information.

Neither the SEC nor any other 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.

The underwriters expect to deliver the ordinary shares to purchasers against payment on            ,            .

Prospectus dated             ,

TABLE OF CONTENTS

Through and including              , 2026 (the 25th day after the date of the prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. We and the underwriters are offering to sell ordinary shares and seeking offers to purchase ordinary shares only in the United States and certain other jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of ordinary shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

For investors outside the United States: neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. 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 the United States.

We are incorporated under the laws of England and Wales. Under the rules of the U.S. Securities and Exchange Commission, or the SEC, we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

ABOUT THIS PROSPECTUS

Except where the context otherwise requires or where otherwise indicated, the terms “iStep,” the “company,” the “group,” “we,” “us,” “our,” “our company” and “our business” refer to (i) iStep Learning Limited and its consolidated subsidiaries prior to the re-registration of iStep Learning Limited as a public limited company, and (ii) iStep Learning plc and its consolidated subsidiaries after the re-registration of iStep Learning Limited as a public limited company on August 3, 2026. See “Description of Share Capital and Articles of Association.”

In this prospectus, “UK” or “United Kingdom” refers to the United Kingdom and Great Britain and Northern Ireland.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Statements

We report under the IFRS Accounting Standards (“IFRS Accounting Standards”) as issued by the International Accounting Standards Board (the “IASB”). The financial information in this prospectus has been prepared in accordance with IFRS Accounting Standards, as issued by the IASB, which differ in certain significant respects from accounting principles generally accepted in the United States (“U.S. GAAP”). This prospectus does not include a reconciliation from IFRS Accounting Standards to U.S. GAAP.

This prospectus includes our audited consolidated financial statements as of June 30, 2026 and 2025 and for each of the three years ended June 30, 2026, 2025 and 2024, together with the related notes thereto. Unless otherwise indicated, financial information presented in this prospectus has been derived from the audited consolidated financial statements.

We present our consolidated financial statements in British pounds sterling. All references in this prospectus to “dollar” or “$” mean U.S. dollars and all references to “£,” “GBP” or “Pounds Sterling” mean British pounds sterling and “pence” means pence in the currency of the United Kingdom with 100 pence equaling one Pound Sterling.

On October 16, 2026, we effected a subdivision of our ordinary shares pursuant to which each issued ordinary share with a nominal value of £1.00 was subdivided into 64 ordinary shares with a nominal value of £0.015625 each (the “Share Subdivision”). Unless otherwise indicated, all share and per-share information in this prospectus has been adjusted retrospectively to give effect to the Share Subdivision.

On January 17, 2026, our 80%-owned subsidiary Belong Education Ltd. (“Belong Education”) signed a term sheet for the proposed acquisition by Belong Education of Grolife Limited (“Grolife”), a holding company owning a group of eight specialist education schools in the United Kingdom operating under the EdStart Schools brand, together with its subsidiaries (the “Grolife Acquisition”). We currently intend to use approximately £6.2 million of the net proceeds from this offering to fund the consideration payable upon completion of the Grolife Acquisition, with the balance expected to be payable on a deferred basis following completion. See “Use of Proceeds” and “Proposed Grolife Acquisition.” We consider the Grolife Acquisition to be “probable” within the meaning of Rule 3-05 of Regulation S-X and present information herein on a basis that assumes we complete this acquisition, although its consummation remains subject to signing a definitive acquisition agreement and subsequent satisfaction of closing conditions and other potential impediments. The proposed Grolife Acquisition is deemed significant under Rule 3-05 and separate consolidated financial statements for Grolife are included elsewhere in this prospectus.

During the fiscal year ended June 30, 2025, we acquired Rocking Horse Nursery, and on December 19, 2025, we signed a term sheet for the proposed acquisition of Bright Eyes Childcare Ltd., which we consider to be “probable” within the meaning of Rule 3-05 of Regulation S-X. This acquisition and proposed acquisition, whether taken into consideration individually or as a group of related businesses, are not “significant” for purposes of Rule 3-05 of Regulation S-X. Therefore, we are not required to, and have elected not to, provide separate historical financial information in this prospectus relating to this acquisition and proposed acquisition.

From November 2025 to April 13, 2026, we treated Belong Education as a joint venture for purposes of our IFRS financial statements on the basis that we did not control it based on provisions contained in the shareholders’ agreement in respect of such company. On April 14, 2026, the Belong Education shareholders’ agreement was amended

as a result of which we now control it. Accordingly, our audited consolidated financial statements for the fiscal year ended June 30, 2026 reflect Belong Education as a joint venture until April 13, 2026 and as a consolidated subsidiary from April 14, 2026.

Non-IFRS Financial Measures

Certain financial measures presented in this prospectus are not recognized under IFRS. In particular, Adjusted EBITDA is not a presentation made in accordance with IFRS, and should not be considered as an alternative to profit/(loss) for the year or any other performance measure in accordance with IFRS, or as an alternative to cash provided by operating activities as a measure of our liquidity. EBITDA is defined as net income (loss) adjusted for net interest expense, income tax expense (benefit) and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for net sale-and-leaseback remediation costs (representing sale-and-leaseback remediation costs identified through purchaser due diligence and contractual closing arrangements, net of the related gain recognized in profit or loss from the same sale-and-leaseback transaction), impairment losses on both tangible and intangible fixed assets, and employee share-based payment expenses, as these net expenses are non-cash in nature and we believe may not be indicative of our core operating results and business outlook. Adjusted EBITDA for the fiscal year ended June 30, 2026 also includes an adjustment for the legal and professional costs incurred in relation to preparation for our IPO. No such costs were incurred in the fiscal years ended June 30, 2025 and 2024. While we have acknowledged that recurring costs of this nature will increase once we are a listed company, the magnitude of the costs incurred in the fiscal year ended June 30, 2026 does not permit a meaningful comparison of our results between periods.

We present Adjusted EBITDA because we consider it to be an important supplemental measure of our performance and believe it is useful to securities analysts, investors and other interested parties. Specifically, Adjusted EBITDA allows for an assessment of our operating performance without the effect of charges that do not relate to the core operations of our business. We believe Adjusted EBITDA is helpful to investors in highlighting trends in our core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure and capital investments.

Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under IFRS. Some of these limitations are:

•        it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on indebtedness;

•        it does not reflect income tax expense or the cash requirements for income tax liabilities;

•        although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements;

•        while employee equity-settled share-based payment expenses are not a cash expense, we may have had to provide higher cash compensation to employees than if we had not been able to offer share incentives;

•        it does not reflect our cash used for capital expenditures or contractual commitments;

•        it does not reflect changes in or cash requirements for working capital; and

•        other companies, including other companies in our industry, may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

Rounding

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Market and Industry Information

Within this prospectus, we reference information and statistics regarding the industries in which we operate. We are responsible for these statements included in this prospectus. We have obtained this information and statistics from our own internal estimates, surveys and research, as well as from various independent third-party sources and publicly available data. The market and industry information and statistics presented in this section and other sections of this prospectus, unless otherwise indicated, were extracted from different official government publications and other publications, and from the independent industry report prepared by Frost & Sullivan, an independent market research and consulting company, that was commissioned by us, in connection with this offering.

Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

Trademarks, Service Marks and Trade Names

We own various trademark registrations and applications, and unregistered trademarks, including “iStep” and our corporate logo. All other trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. 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 “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

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 ability to finance the Grolife Acquisition as planned, including our ability to consummate this offering and to fund the deferred consideration when due;

•        the ability to recognize the anticipated benefits and synergies of the Grolife Acquisition, which may be affected by, among other things, competition and the ability of the combined business to grow and manage growth profitably;

•        costs related to the Grolife Acquisition and the subsequent integration of Grolife;

•        our ability to finance the Grolife Acquisition as planned, including our ability to consummate this offering as planned;

•        our ability to address changes in the demand for early years education and specialist education services;

•        our ability to adapt our business effectively to the specialist education area;

•        our ability to successfully identify acquisition targets in the future, acquire such businesses and integrate acquired operations into our business;

•        changes in United Kingdom childcare and education spending policies and budget priorities;

•        our ability to hire and retain qualified educators, management, employees, and maintain strong employee engagement;

•        our ability to manage our growth effectively;

•        conditions in the financial markets and other economic conditions;

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

•        our expectations regarding the effects of existing and developing laws and regulations, litigation and regulatory proceedings;

•        our ability to address adverse publicity;

•        our ability to manage the costs and liabilities of collecting, using, storing, disclosing, transferring and processing personal information;

•        the fluctuation in our share price after the offering;

•        the increased expenses associated with being a public company;

•        our ability to maintain adequate insurance coverage; and

•        the occurrence of natural disasters, environmental contamination, or other highly disruptive events.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections.

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.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

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 may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making a decision to invest in our ordinary shares. Our business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks and uncertainties. The trading price and value of our ordinary shares could decline due to any of these risks and uncertainties, and you may lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. See the section titled “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks and uncertainties faced by us described below and elsewhere in this prospectus. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations.

Risks Relating to Our Business and Industry

We have a brief operating history and limited historical financial information, which makes it difficult to evaluate our business and prospects and increases the risks associated with an investment in our ordinary shares.

We began operations in September 2023 through our acquisitions of nursery groups Bambinos and The Nursery Family, and we have since grown mainly by making six further acquisitions (comprising a total of 10 nursery centers). While we have been successful to date in leveraging our expertise and industry relationships to develop and expand our businesses, our business model has not been fully proven and we have limited financial information that can be used to evaluate our current business and future prospects, which subjects us to a number of uncertainties, including our ability to plan for, model and manage future growth and risks. Our historical revenue may not be indicative of our future performance. For example, our revenue growth has mainly been the result of acquisitions. We have also encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in regulated industries, including attracting and retaining customers, complying with laws and regulations that are subject to evolving interpretations and application and increasing competition and expenses as we expand our business. We cannot be sure that we will be successful in addressing these and other challenges we may face, and our business may be adversely affected if we do not manage these risks successfully. In addition, we may not achieve sufficient revenue to maintain positive cash flows from operations or profitability in any given period, or at all.

Given our limited operating history, you have little historical information upon which to evaluate our prospects, including our ability to execute our growth strategy. We cannot assure you that we will be able to implement our business objectives, that any of our objectives will be achieved or that we will be able to operate profitably. The results of our operations will depend on several factors, including the availability of opportunities for the acquisition, our ability to capitalize on any such opportunities, the availability of adequate short- and long-term financing, conditions in the financial markets and other economic conditions.

We have grown rapidly since our incorporation and we have limited operating experience at our current scale of operations. If we are unable to manage our growth effectively, our financial performance may suffer and our company culture and brands may be harmed.

We have experienced substantial growth and development in a relatively short period of time, and we believe that our business will continue to grow for the foreseeable future. Since our incorporation in May 2023 and our combination with Bambinos and acquisition of The Nursery Family in September 2023, we have completed six further acquisitions (comprising a total of 10 additional nursery centers) in the United Kingdom. The proposed Grolife Acquisition, if consummated, would significantly increase the size of our operations and will also represent the entry by us into a new business area. The responsibilities of our management will increase as a result of this growth, placing significant strain on our managerial and operational resources. We will need to continue to improve our operational and financial systems and managerial controls and procedures to keep pace with our growth. We will also have to maintain close coordination among our operational, accounting, finance, marketing and sales and HR personnel. Management of growth will require, among other things:

•        the ability to integrate new and prior acquisitions into operations;

•        continued development of financial and management controls and information technology systems and their implementation in newly acquired businesses;

•        increased marketing activities;

•        the hiring and training of new personnel; and

•        the ability to adapt to changes in the markets in which we operate, including increased competition and demand for services.

Any inability to successfully manage our growth or personnel needs could have a material adverse effect on our business, financial condition and results of operations.

We have limited experience and no operating history in the specialist education business area, and there can be no assurance that we will be successful.

Our planned acquisition of Grolife will represent the entry by us into a new business area, as we have not previously operated specialist education schools. Our business currently consists of operating nursery centers in the United Kingdom, and we had a 23.49% equity interest in a SEND school as a financial investor. In addition, our growth strategy provides for expanding into other new business areas such as online tutoring for young people, in which we have limited experience and no operating history, and our longer-term growth strategy includes expansion of our operations internationally. We may not be able to adapt our business effectively to these new areas, and there can be no assurance that we will achieve the same level of success in these new business areas as we have in our nursery center business. In addition, the complexity of operating across multiple business areas and multiple jurisdictions increases the risk of strategic missteps, resource allocation challenges, and difficulty in maintaining a cohesive corporate strategy, which could adversely affect our ability to execute effectively and respond to competitive pressures.

We have incurred operating losses in the past and may not achieve or maintain profitability in the future.

We incurred operating losses in each of the first three fiscal years of our operations. We expect our operating expenses to continue to increase in the future as we continue to invest in our business and expand into new adjacent business areas and geographies. These efforts and additional expenses may be more costly than we expect, and we cannot guarantee that we will be able to increase our revenue by an amount sufficient to offset our increased operating expenses or to become profitable. Our revenue growth may be slower than anticipated or our revenue may decline for a number of other reasons, which could include slowing demand for our services, insufficient growth in the number of customers that utilize our services, increasing competition, a decrease in the growth of our overall market, our failure to continue to capitalize on growth opportunities, including as a result of our inability to scale to meet such growth, increasing regulatory costs, or economic conditions that reduce demand for our services, among others. If we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition and results of operations could be adversely affected. If we are unable to generate adequate revenue growth and offset our operating expenses, we may continue to incur significant losses and may not be able to achieve or maintain profitability in the future.

If we fail to identify and complete further acquisitions on favorable terms or at all, or fail to effectively integrate our acquisitions, our future growth could be adversely affected.

Our success depends on our ability to implement our growth strategy. A key component of our growth strategy is the acquisition and integration of nurseries or schools in a timely, efficient and cost-effective manner. If the plan is not properly implemented or not consistently implemented across each of our nurseries and schools, there may be an adverse effect on our business and financial position. Since our incorporation in May 2023 and our combination with Bambinos and acquisition of The Nursery Family in September 2023, we have completed six further acquisitions (comprising a total of 10 nursery centers) in the United Kingdom and our 80%-owned subsidiary has signed a term sheet for the proposed acquisition of Grolife, a group of eight specialist education schools. We believe acquisitions will continue to form a central pillar of our growth strategy going forward. Our ability to successfully identify and complete further acquisitions will depend on many factors, including:

•        the availability of suitable acquisition opportunities;

•        obtaining any required financing on suitable terms;

•        the level of competition from other companies, which may have greater financial resources;

•        our ability to value potential acquisition opportunities accurately and negotiate acceptable terms for those opportunities; and

•        our ability to obtain approvals and licenses from the relevant governmental authorities and to comply with applicable laws and regulations without incurring undue costs and delays.

Acquisitions may also divert significant management time and attention from the ongoing development and operation of our business. Any of these factors could adversely affect our ability to identify and complete further acquisitions on favorable terms or at all. If we negotiate acquisitions that are not ultimately consummated, such negotiations could divert management time from core business activities and result in significant out-of-pocket costs.

Even if we are able to acquire other businesses, we may encounter challenges when integrating acquisitions into our business, including challenges that we cannot anticipate or foresee at the time of acquisition. If we fail to retain the existing clients of the acquired companies or to retain and assimilate such companies’ key personnel, the expected revenue and cost synergies associated with such acquisitions may not be realized in full or at all. The process of integrating any acquisitions may also take longer than expected. If we encounter any unforeseen legal, regulatory, contractual, employment or other issues or significant unexpected liabilities or contingencies, the integration process may be further delayed. If the proposed Grolife Acquisition is consummated, there can be no assurance that we will not encounter difficulties or delays in integrating Grolife or that our integration efforts will ultimately be successful.

We may also fail to effectively integrate the acquired business into our financial reporting, information technology and/or risk management frameworks. As our business continues to grow, we will be required to further develop and enhance our managerial, operational and other resources and to embed effective internal controls and governance procedures at a rate that is commensurate to the growth of our business. If we fail to effectively manage the integration process, we may be subject to additional regulatory scrutiny and the potential for regulatory sanctions, increased compliance and other costs and damage to our reputation. After the integration process is complete, we may fail to realize the expected benefits of our acquisitions.

Potential reductions in the level of UK government funding for the early years and specialist education industry could have a material adverse effect on our business.

At present, the UK government provides substantial financial support to the UK early years education and childcare industry and customers. In the nursery area, this support includes various initiatives for government funding provided to parents to reduce the cost burden on parents, making quality childcare more accessible. In the specialist education area, revenue is primarily derived from publicly funded placements commissioned or funded by local authorities and/or schools. A significant amount of our revenue is attributable to such UK government assistance. In the fiscal year ended June 30, 2025, approximately 49.2% of our revenue was attributable to such assistance. In April 2024, the UK government initiated a historic expansion of free childcare, widely regarded as the largest public investment in UK early years education to date, offering 15 hours per week of funded childcare for eligible working parents of two-year-olds, with coverage extended to children from nine months in September 2024 and further expanded in September 2025 to provide 30 hours per week of free childcare for children from nine months to school age. Largely due to this expansion of free childcare, the percentage of our revenue attributable to UK government assistance increased to approximately 64% in the fiscal year ended June 30, 2026. For specialist education schools, all revenue is derived from government-funded places. As a result, if the Grolife Acquisition is consummated the proportion of our revenue generated from government-funded places will increase above its current level.

We have benefited significantly from the recent expansion of free childcare in the United Kingdom, which favors scalable operators like us and which has driven higher occupancy and allowed us to scale our business efficiently. However, any reduction, delay in payment, or change in eligibility criteria for government funding, whether due to fiscal policy, budget constraints, or political decisions, could reduce parental demand for our services, necessitate nursery center fee increases that lower affordability or result in center closures. Such changes would have a material adverse effect on our revenue, cash flow, financial condition and results of operations.

Our due diligence in connection with acquisitions may not effectively identify, or the seller may omit to disclose, material matters that could expose us to legal proceedings or regulatory action or result in reputational harm and/or financial loss.

When conducting due diligence and assessing an acquisition target prior to completion, our management team and our legal and financial advisers rely on the resources available to them, including information and data regarding an acquisition target that the seller will have provided directly. Our management team and advisers may not be able to confirm the completeness, genuineness or accuracy of such information and data. As a result, we depend on the integrity and accuracy of the seller and any parties that act on the seller’s behalf. The due diligence process may also be expedited where we are seeking to take advantage of short-lived acquisition opportunities. As a result, the available information at the time of an acquisition decision may be limited, inaccurate and/or incomplete, and our management team and advisers may not have sufficient time to fully evaluate such information even if it is available.

The due diligence process may not reveal or highlight all relevant facts that may be necessary or helpful when we are evaluating an acquisition opportunity. For example, we may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances when we are determining the value of an acquisition target. We will also make subjective judgments about the results of operations, financial condition and prospects of an acquisition target. If the due diligence process fails to correctly identify material risks and liabilities, or if we consider such material risks to be commercially acceptable relative to the opportunity and we do not receive adequate recourse for such risks, we may not be able to recover our losses from the seller. We may also have to litigate to recover losses, which may be costly and divert management attention, and we may suffer reputational damage as a result.

The value of an acquisition target may also be affected by fraud, misrepresentation or omission by the seller, its advisers or other parties. Such fraud, misrepresentation or omission may artificially inflate our valuation of the acquisition target, causing us to overpay, or increase the risk that the acquired company is subject to unforeseen litigation or regulatory action after completion. Any of the above factors could adversely affect our business, financial condition, results of operations and prospects. See also “Risks Relating to Our Financial Condition and Financial Reporting — We may incur significant tax risks and inherit significant tax liabilities in connection with our acquisitions.”

Our success depends on the continued contributions of our key personnel, and our ability to recruit, train, motivate and retain them.

Our success depends on the expertise and continued services of certain key personnel, including:

•        personnel involved in the management and development of our business;

•        educators; and

•        back-office staff involved in management of our control and support functions.

Attracting and retaining qualified educators remains a challenge. The demand for qualified educators in the market exceeds the supply, and this imbalance may continue or increase. This creates a risk that the quality of our service provided could be adversely affected by a lack of a sufficient number of qualified educators, leading to poor financial performance as well as damaging our reputation for high quality education and care. We have implemented competitive salary packages and extensive professional training programs to address workforce challenges. We compete with other nursery centers for educators. This competition is intense and may further intensify in the future. Salary levels for educators are sensitive to market compensation levels paid by competitors. Such competition may significantly increase our staff costs. If we lose staff to competitors, we may experience losses of capability, stakeholder relationships and expertise.

Our ability to recruit, train, motivate and retain qualified and highly effective personnel in all areas of our business and ensure that our employment contract terms are appropriate and preserve flexibility is an important driver of our future success. We must also retain and motivate employees as part of acquisitions we undertake, as the retention of employees of acquired businesses may be crucial to our ability to integrate such acquisitions into our business or to maintain the success of the businesses we acquired.

In addition, we are continuing to build out our senior management team, and our success will depend on hiring and retaining key management and the ability of our team to work collaboratively to achieve our goals.

If we fail to attract and retain qualified educators and other employees, lack the flexibility to make appropriate employment-related decisions due to unions or otherwise, incur increased costs associated with attracting and retaining personnel or fail to assess training needs adequately or deliver appropriate training, we may be unable to compete effectively. Our failure to successfully manage these risks could adversely affect our business, financial condition, results of operations and prospects.

Changes in the demand for early childhood education and specialist education services in the United Kingdom may adversely affect our business, financial condition and results of operations.

Our business currently consists of operating nursery centers in the United Kingdom, and we are planning to enter the specialist education area in the United Kingdom through the proposed Grolife Acquisition. We expect early childhood education and specialist education to be core areas of our business for the foreseeable future. A shift in workforce demographics, office environments, and employer or other benefits, as well as declining birth rates, may result in decreased demand for nursery-based care and specialist education services and have a materially adverse effect on our business, financial condition and results of operations. If there is insufficient demand in the future to utilize the early childhood education and specialist education services we are continuing to build and develop, we would not realize the expected returns on our expansion efforts and our businesses, future operating results and financial condition would be adversely affected.

The market in which we operate is highly competitive, and competition could intensify. If we are unable to continue to compete effectively, our business may be materially adversely affected.

The early years education sector is highly competitive. We differentiate ourselves through a commitment to excellence in education and strong engagement with parents and communities. We have numerous current and potential competitors in the United Kingdom. Our main competitors vary by type, including national chains, regional groups and independent nursery centers. Some of our current and potential competitors may have larger client bases, more established name recognition and greater financial, marketing, technology and personnel resources than we do. Some of our competitors and potential competitors may offer services that are disruptive to current market structures and assumptions. Such factors may enable them to, among other things:

•        develop services similar to ours or new services that our clients prefer;

•        provide better services or provide services at lower costs;

•        provide new services more quickly and efficiently;

•        offer better, faster and more reliable technology;

•        take greater advantage of new or existing acquisitions, alliances and other opportunities;

•        more effectively market, promote and sell their services;

•        better leverage their relationships with their clients, including new classes of client; and/or

•        offer better contractual terms to their clients.

Our competitors may develop new services or products that gain wide acceptance in the market, the development of which, or shifts in market practice as a result of which, could give relevant competitors a “first mover” advantage that may be difficult for us to overcome. Competitors may have a greater ability to offer new services or existing services to more diverse clients. Such factors may erode our market share or our current competitive advantages. Even if new or existing competitors do not significantly erode our market share or competitive positioning, they may offer their services at lower prices. If, in the case of privately-funded nursery places, we are required to reduce our fees to remain competitive, our profitability may be adversely affected. Competitors may offer their services at a loss to attract new business, which could cause us to dramatically lower our commissions or risk losing clients.

If we are successful in expanding our business into the specialist education and/or online tutoring areas or in expanding our operations internationally, the nature of our competition may change. In such areas we will face competition from established providers which may have greater resources, longer operating histories, and stronger brand recognition in those segments. These competitors may offer more comprehensive services, lower pricing, or

superior technology, and we may encounter unforeseen competitive pressures, including rapid innovation, customer acquisition challenges, and regulatory complexities specific to these markets, any of which could materially impair our ability to achieve or sustain profitability in these new business areas and markets.

Because our success depends substantially on the value of our brands and reputation as a provider of choice, adverse publicity could impact the demand for our services and may adversely affect our business, financial condition and results of operations.

Damage to our reputation or brand could harm our business. We operate in the United Kingdom under nine brands. Our success depends substantially on the value of our brands and our reputation for providing high-quality care and education services. Adverse publicity, whether or not justified, regarding any of our centers or employees, including allegations of poor performance, health and safety issues, or employee misconduct, could damage our reputation and our brand, reduce demand for our services, and adversely affect our business, financial condition and results of operations. For example, negative publicity about the quality of care at one of our nursery centers could lead parents to seek alternative providers, resulting in decreased enrollment and revenue.

If we do not successfully attract new customers and retain and expand our businesses with existing customers to increase occupancy levels across our nursery centers, our revenues, cash flow, financial condition and results of operations would suffer.

If we are unable to attract new families or retain existing families and maintain or increase enrollment in our nurseries, our revenue, cash flow, financial condition and results of operations would suffer. Our ability to grow revenue depends on maintaining and, where possible, increasing occupancy levels across our nurseries and schools. If we fail to attract new families due to, among other factors, competition, economic conditions, reputational issues, changes in government funding or shifts in parental work patterns, or if we experience higher-than-expected family turnover, our occupancy levels will decline, and our business, results of operations and financial condition will be adversely affected. Factors that could affect our ability to attract and retain customers include:

•        changes in employment patterns or economic conditions that reduce demand for childcare;

•        the availability and cost of alternative childcare options;

•        the quality of care and educational programs at our nurseries;

•        our pricing and the perceived value of our services;

•        the effectiveness of our marketing and sales efforts; and

•        the impact of regulatory changes or compliance issues.

A decline in enrollment or utilization could lead to underutilized capacity, increased fixed costs per child, and reduced margins. We may also incur costs to fill vacancies, such as temporary staffing or marketing expenses, which could further impact profitability. In addition, if we are unable to adjust our cost structure quickly enough in response to declining enrollment, our financial performance could be materially harmed.

Our culture and the culture of each of our brands have contributed to the success of our operations to date. If we are not able to maintain the focus on teamwork and quality delivery of childcare and education fostered by this environment, our business, financial condition and results of operations could be adversely affected.

Our culture, which emphasizes high-quality care, educator engagement, and a supportive work environment, has been a key driver of our success. If we fail to maintain this culture as we grow or due to changes in leadership, workforce dynamics, or operational pressures, we may experience reduced employee retention, lower service quality, and diminished parent satisfaction, any of which could adversely affect our business, financial condition and results of operations.

We are exposed to geographical concentration risks, as our operations are located entirely in the United Kingdom.

All of our operations are located in the United Kingdom. As a result, we are subject to heightened risks associated with operating in a single jurisdiction, including changes in the United Kingdom’s laws and regulations relating to early years education, economic downturns in the United Kingdom, and other localized events. The rising cost of living in the United Kingdom, particularly increases in wages, utilities, and supplies, could affect our profitability. Any such adverse developments could have a material adverse effect on our business, financial condition and results of operations.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.

Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. The estimates and forecasts included in this prospectus relating to size and expected growth of our target markets may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth forecasts included in this prospectus, our business may not grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties.

Risks Relating to Our Operations

We depend on third-party suppliers for certain of our services, which exposes us to the risk of service failures by such suppliers.

We rely on third-party suppliers for information technology services, payroll processing at certain subsidiaries, human resources information systems, and support for other back-office services. Any disruption in these third-party services, whether due to system failures, cyberattacks, or vendor insolvency or other factors, could result in payroll errors, regulatory non-compliance, or disruptions in center operations, any of which could harm our reputation, increase costs, and adversely affect our business, financial condition and results of operations.

We rely significantly on the use of information technology both in-house and by our third-party service providers. Any significant failure, inadequacy, interruption, or data security incident of our information technology systems, or those of our third-party service providers, could harm our business and operations.

We rely significantly on information technology systems, including those operated by third-party service providers, for enrollment, billing, payroll, and center operations. Any significant failure, inadequacy, interruption, or security breach of these systems, whether due to cyberattacks, system outages, or vendor issues or other factors, could disrupt our ability to serve children and families, process payments, or maintain regulatory compliance, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows. For example, a cyberattack targeting our enrollment system could prevent parents from registering children or accessing accounts, leading to lost revenue and reputational harm. We also face risks from third-party disruptions, such as if a payroll provider experiences an outage, which could delay employee payments and affect staff retention. Although we have implemented security measures and business continuity plans, these may not be sufficient to prevent or mitigate all potential incidents, and insurance coverage may not fully cover losses.

In addition, as part of our normal business activities, we collect and store certain confidential information, including personal information with respect to parents, children and employees, and the success of our business depends on the secure transmission of confidential and personal data over public networks, including the use of cashless payments. We may share some of this information with third-party service providers who assist us with certain aspects of our business. Any failure on the part of us or our third-party service providers to maintain the security of this confidential data and personal information, including via the penetration of our network security (or those of our third-party service providers) and the misappropriation of confidential and personal information, could result in business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation, any or all of which could result in us incurring potentially substantial costs. Such events could also result in the deterioration of confidence in us by employees and clients and cause other competitive

disadvantages. For example, in February 2026, certain personal information we held with respect to certain children and parents at our nursery centers was inadvertently released to parents via our information management system. Immediate containment actions were taken and appropriate reporting of the incident was made. However, there can be no assurance that we will be able to maintain the security of such information in the future and that any breaches will not have material adverse consequences for us.

Security incidents compromising the confidentiality, integrity and availability of our confidential or personal information and our third-party service providers’ information technology systems could result from cyberattacks, computer malware, viruses, social engineering (including spear phishing and ransomware attacks), credential stuffing, supply chain attacks, efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, errors or malfeasance of our personnel and security vulnerabilities in the software or systems on which we and our third-party service providers rely. The techniques used by criminals to obtain unauthorized access to systems or sensitive data change frequently, are constantly evolving and often are not recognized until after being launched against a target, and accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures and there may be a significant delay between the initiation of an attack on our information technology systems and our recognition of the attack. Thus, a disruption, cyberattack or other security breach of our information technology systems or infrastructure, or those of our third-party service providers, may go undetected for an extended period and could result in the theft, transfer, unauthorized access to, disclosure, modification, misuse, loss or destruction of our employee, representative, client, vendor, consumer and/or other third-party data, including sensitive or confidential data, personal information and/or intellectual property. While we have taken measures designed to protect the security of the confidential and personal information under our control, we cannot assure you that any security measures that we or our third-party service providers have implemented will be effective against current or future security threats.

See also “— Risks Relating to Legal and Regulatory Matters — Laws and regulations relating to data privacy, the processing of personal information and cross-border data transfer restrictions are complex and continue to evolve and may subject our business to increased costs, legal claims, fines or reputational damage.”

Health and safety risks in our nursery centers could lead to regulatory penalties or reputational harm.

We operate nursery centers that provide care for young children, and any failure to comply with health and safety standards, including those related to nutrition, sanitation, supervision, and emergency preparedness, could result in citations, fines, license revocations, or lawsuits from families or regulators. For example, incidents involving child injuries, illness outbreaks, or inadequate supervision could trigger investigations by Ofsted or local government authorities in the United Kingdom (“local authorities”) with jurisdiction over the areas in which our nursery centers are located, potentially leading to temporary or permanent closures of affected centers. Such events could also damage our reputation, reduce enrollment, and increase insurance premiums, having a material adverse effect on our business, financial condition, and results of operations.

If we lose access to our premises or become unable to operate from our facilities, our ability to conduct our business may be limited.

Our employees operate from premises that provide the necessary facilities and systems to enable them to carry out their roles. Our centers could be damaged or disrupted by natural disasters, accidents, or other events, which could negatively impact our operations and financial condition. Our disaster recovery sites, work-from-home policies and capabilities and business continuity plans may not cover all activities within our business. Any such damage or disruption could result in the closure of one or more centers, either temporarily or permanently, leading to lost revenue, increased operating costs, and reputational harm. For example, a fire, flood, or structural failure at a nursery center could prevent us from providing services to children, trigger regulatory investigations, and require significant capital expenditures to repair or relocate. Any of the above factors could adversely affect our business, financial condition, results of operations and prospects.

Various factors beyond our control, including pandemics, terrorist attacks or natural disasters, may adversely affect our business.

Our business could be significantly affected by major events such as pandemics, terrorist attacks, natural disasters or extreme weather conditions, fires, power shortages, civil unrest or strikes. It is not possible to fully mitigate these risks and their related impacts.

Our insurance may not fully cover losses from property damage, liability claims, or business interruptions.

Our insurance may not fully cover losses from property damage, liability claims, or business interruptions. We carry insurance for risks such as fire, flood, general liability, and cyber incidents, but coverage limits, exclusions, or high deductibles may result in significant uninsured costs. In the event of a major incident, such as a fire at a nursery center, cyber breach, or widespread operational disruption, we may incur substantial expenses not covered by insurance, including repair costs, legal liabilities, and lost revenue, which could materially and adversely affect our business, financial condition, and results of operations. There is also no guarantee that if a major event occurs, we will be able to secure adequate insurance coverage in the future.

Our ability to find affordable real estate and renew existing leases on terms acceptable to us may affect our operating results.

We lease all of our principal properties, including our nursery centers and our registered office. Our ability to effectively obtain real estate leases to open new nurseries depends on the availability of and our ability to identify cost-effective properties that meet our criteria for site convenience, demographics, square footage, lease economics, licensing regulations and other factors. We also must be able to cost effectively negotiate or renew our existing center leases at attractive rental rates. If we cannot renew leases for an appropriate term, it may affect enrollment should parents become concerned with the length of time a nursery will remain open in a particular location. In addition, in certain markets, we may seek to downsize, consolidate, reposition or close some of our locations, which in some cases requires a modification to an existing center lease. Failure to secure adequate new locations or successfully modify existing leases, or failure to effectively manage rent costs, could have an adverse effect on our business, financial condition and results of operations.

Risks Relating to Our Financial Condition and Financial Reporting

Our ability to generate cash depends on many factors beyond our control, and we may not be able to generate cash required to sustain our operations.

We require a significant amount of cash to sustain our operations. Our ability to meet our liquidity needs is dependent on our future operating performance, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If our cash flows and capital resources are insufficient to fund our operations and our obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital. For example, since our inception we have largely been dependent on loans from our shareholders and related parties to fund our operations. In addition, in part due to liquidity concerns, in November 2024, we obtained a £1.1 million 12-month bridging loan, which we repaid in May 2025 with the proceeds of a sale-and-leaseback transaction in respect of properties that we owned. We currently intend to use approximately £6.2 million of the net proceeds from this offering to fund the consideration payable upon completion of the Grolife Acquisition, with the balance payable on a deferred basis following completion. We currently expect to fund the deferred consideration payments through a combination of cash generated from operations, available cash resources following this offering and future debt or equity financing. We do not currently have committed financing arrangements in place for the deferred consideration payments. The final payment terms remain subject to negotiation and execution of definitive acquisition documentation. If our operating cash flows and available cash resources are insufficient to satisfy these obligations when due, we will need to obtain additional financing. There can be no assurance that such financing will be available when required or on acceptable terms. See “— Risks Relating to Our Proposed Acquisition of Grolife — We expect to complete this offering before entering into a definitive agreement for the Grolife Acquisition, and we may not have sufficient funds to complete the acquisition or pay the deferred consideration when due.” Our indebtedness as of June 30, 2026 included approximately £0.4 million in outstanding loans due to certain of our directors and shareholders and persons related to them, which loans are repayable on demand. We may not be able to effect any alternative measures to address liquidity constraints on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to sustain our operations and meet our obligations.

Our ability to achieve and maintain profitability depends on our ability to offset our costs, particularly labor costs.

Hiring and retaining key employees and qualified personnel, including educators, is critical to our business. Labor costs constitute our largest expense. Because we are primarily a service business, inflationary factors and regulatory changes that contribute to wage and benefits cost increases result in significant increases in the costs of running our business. For example, over the three years ended December 31, 2025, the United Kingdom experienced

a period of high inflation relative to the Bank of England’s 2% target, with headline consumer price inflation reaching 6.8% in 2023 following Covid-19 and energy-related cost shocks, before moderating to approximately 3.3% in 2024, approximately 3.4% during much of 2025, and 3.2% for much of 2026 to date. As a result of these inflationary pressures, our wage costs increased significantly over the period following the commencement of our operations in 2023. We expect to pay employees at rates above the minimum wage, but increases in the statutory minimum wage rates could result in a corresponding increase in the wages and benefits we pay to our employees. The National Minimum Wage and National Living Wage rates in the United Kingdom have increased significantly since 2024, including increases in the rates applicable to the various age bands and to apprentices. To date, we have largely been able to mitigate the impact of these increases through corresponding increases in the fees we charge to parents. Further increases in the National Minimum Wage or National Living Wage may result in additional increases in the wages and benefits we pay, and there can be no assurance that we will be able to fully offset any such increased costs through future fee increases or other measures. Additionally, competition for educators could result in significant increases in the cost of running our business. Our success depends on our ability to meet our changing labor needs while controlling costs. In the event that we cannot increase the price for our services to cover these higher wage and benefit costs without reducing family demand for our services, our margins could be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations as well as our growth. See also “— Risks Relating to Our Business and Industry — We have incurred operating losses in the past and may not achieve or maintain profitability in the future.”

Our indebtedness may increase, which could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk and prevent us from meeting our debt obligations.

As of June 30, 2026, we had an aggregate amount of approximately £6.0 million of outstanding indebtedness, which principally consisted of loans from shareholders and related parties and our property leases. Our property leases are recorded on our balance sheet as right-of-use assets and lease liabilities, for which there is an imputed finance cost recorded in our consolidated statement of profit or loss. None of our existing indebtedness bears interest at a variable rate. Our indebtedness, including any increased indebtedness, could have adverse consequences, including:

•        exposing us to the risk of increased interest rates to the extent any of our borrowings in the future are at variable rates of interest;

•        increasing our cost of borrowing;

•        increasing our vulnerability to adverse economic, industry or competitive developments;

•        requiring a substantial portion of cash flow from operations to be dedicated to the payments on our indebtedness, reducing our ability to use cash flow to fund our operations, capital expenditures and future business opportunities;

•        making it more difficult for us to satisfy our obligations with respect to our indebtedness, including restrictive covenants and borrowing conditions, which could result in an event of default under the agreements governing such indebtedness;

•        restricting us from making strategic acquisitions or causing us to make nonstrategic divestitures;

•        limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and

•        limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

Any such fluctuation in the financial and credit markets, or in the rating of us or our subsidiaries, may impact our ability to access debt markets in the future or increase our cost of current or future debt, which could adversely affect our business, financial condition or results of operations.

Our results of operations may fluctuate on a periodic basis, and such fluctuations may be particularly pronounced in the near and medium terms given the early stage of the development of our businesses.

Our revenue and results of operations fluctuate with the seasonal demands for nursery services. Enrollments at nursery centers are generally higher in the spring and fall back-to-school period and lower during the summer and calendar year-end holidays when families may be on vacation or utilizing alternative childcare arrangements. We may be unable to adjust our expenses on a short-term basis to minimize the effect of these fluctuations in revenue. Our semi-annual results of operations may also fluctuate based upon the number and timing of nursery center openings and/or closings, acquisitions, the performance of new and existing centers, the contractual arrangements under which centers are operated, the change in the mix of such contractual arrangements, competitive factors and general economic conditions. The inability of existing nursery centers to maintain their current enrollment levels and profitability, or the failure of newly opened centers to contribute to profitability could result in additional fluctuations in our future operating results on a periodic basis.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our ordinary shares.

The preparation of financial statements requires our management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenues and expenses that are not readily apparent from other sources. If our assumptions change or if actual circumstances differ from our assumptions, our results of operations may be adversely affected and could fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our ordinary shares.

We may incur significant tax risks and inherit significant tax liabilities in connection with our acquisitions.

We may be exposed to significant tax risks in connection with our acquisitions, including risks relating to any restructuring measures that we may implement to achieve a tax-efficient structure. It may not be possible to implement any such measures prior to or immediately following the relevant acquisition, and the tax authorities may challenge such measures once they have been implemented. In addition, we may inherit significant tax liabilities in connection with an acquisition, either because we consider such tax liabilities to be commercially acceptable relative to the acquisition opportunity or because such tax liabilities were not identified as part of the due diligence process. Any recourse available under the related acquisition agreements may not fully protect us from such risks. If these tax exposures materialize in the future, we may incur significant costs due to possible reassessments, interest on late payments or fines and penalties, which could adversely affect our business, financial condition, results of operations and prospects.

Becoming a public company will increase our compliance costs significantly and require the expansion and enhancement of a variety of financial and management control systems, infrastructure and the hiring of significant additional qualified personnel.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules of the SEC and of NYSE American, have imposed various requirements on public companies, including requirements to establish and maintain effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors, on our board committees or as our executive officers. We are currently evaluating and monitoring developments with respect to new and proposed rules and cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs. These rules and regulations are currently subject to substantial modification and expansion and may increase our costs in the future.

Our financial position and results of operations could be adversely affected by changes in taxation rates and regimes, failure to comply with tax requirements, and from challenges by tax authorities.

Changes in tax laws or regulations, or in the interpretation or enforcement of existing tax laws or regulations, could adversely affect our business, results of operations and financial condition. We are subject to various tax laws and regulations in the United Kingdom. Changes in tax laws or regulations in the United Kingdom, or changes in the interpretation or enforcement of existing tax laws or regulations, could increase our tax liability or reduce our tax benefits, which could have a material adverse effect on our business, results of operations and financial condition. For example, changes in UK tax laws could affect our ability to utilize tax losses or other tax attributes, or could increase our effective tax rate. In addition, tax authorities in the United Kingdom may challenge our tax positions, which could result in additional tax liabilities, penalties or interest.

If we fail to establish and maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired.

As a public company, we will be subject to Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent auditors that addresses the effectiveness of our internal control over financial reporting. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Implementing any changes to our internal controls may distract our executive officers and employees from their operational and managerial tasks, burden our infrastructure and systems and increase our operating expenses. Moreover, we may not be able to implement improvements to our internal control over financial reporting in a timely manner and may not be able to maintain the effectiveness of our internal control over financial reporting in the future. If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. As a result, our shareholders could lose confidence in our reported financial information, which could harm our business and the market price of our ordinary shares.

Management will be required to assess the effectiveness of our internal controls annually. However, for as long as we are an EGC under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements requiring us to incur the expense of remediation and could also result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

Our unaudited pro forma consolidated financial information may not be representative of our future results.

The pro forma financial information included in this prospectus is constructed from our consolidated financial statements and the historical consolidated financial statements of Grolife and does not purport to be indicative of the financial information that will result from our future operations. The pro forma financial information presented in this prospectus is based, in part, on certain assumptions that we believe are reasonable; however, we cannot assure you that our assumptions will prove to be accurate over time. Accordingly, the pro forma financial information included in this prospectus does not purport to be indicative of what our results of operations and financial condition would have been had we and Grolife been a combined entity during the periods presented, or what our results of operations and financial condition will be in the future.

Risks Relating to Legal and Regulatory Matters

All of our nurseries are registered and regulated by Ofsted, and poor Ofsted ratings could materially harm our reputation, enrollment, revenue and ability to operate.

All of our nurseries are registered with and regulated by Ofsted. A poor Ofsted rating for one or more of our nursery centers could materially harm our reputation, enrollment, revenue and ability to operate. Specific potential consequences of poor Ofsted ratings include loss of enrollment through parents withdrawing children, suspension of registration, forcing temporary or permanent closure of a center, ineligibility for local authority funding, reputational damage, and increased costs for improvement measures. While we maintain group-wide quality assurance audits,

central safeguarding oversight and rapid-response improvement teams, we cannot guarantee that every inspection will result in a “Good” or better Ofsted rating. A poor rating at even one high-profile nursery center could materially adversely affect our business, results of operations, financial condition and prospects. Grolife’s specialist education schools are also registered and regulated by Ofsted and accordingly we would be subject to the foregoing risks in respect of those schools if the Grolife Acquisition is consummated.

Our business, financial condition and results of operations may be materially and adversely affected by various litigation and regulatory proceedings.

We are subject to litigation and regulatory proceedings in the normal course of business and could become subject to additional claims in the future. These proceedings have included, and in the future may include, matters involving personnel and employment issues, workers’ compensation, personal and property injury, disputes relating to acquisitions, governmental investigations and other proceedings and allegations of inappropriate, or illegal or harmful acts to children at our childcare centers or sites or through a third-party provider. We are, have also from time to time been, and in the future may be, subject to claims and matters alleging negligence, inadequate supervision, illegal, inappropriate, abusive or neglectful behavior, health and safety, or other grounds for liability arising from injuries or other harm to the people we serve, primarily children. We cannot be certain of the ultimate outcomes of any such claims, and resolution of these types of matters against us may result in significant fines, judgments or settlements, which, if uninsured, or if the fines, judgments and settlements exceed insured levels, could materially and adversely affect our business, financial condition and results of operations. See also “— Risks Relating to Our Business and Industry — Our due diligence in connection with acquisitions may not effectively identify, or the seller may omit to disclose, material matters that could expose us to legal proceedings or regulatory action or result in reputational harm and/or financial loss” and “— Health and safety risks in our nursery centers could lead to regulatory penalties or reputational harm.”

Changes in laws and regulations could impact the way we conduct business.

We operate in a highly regulated sector. Laws, regulations, registration requirements and statutory guidance applicable to early years provision and specialist education in the United Kingdom are subject to change, and the cost of compliance and the impact of any such changes cannot be predicted with certainty.

Our nurseries are regulated by Ofsted, as well as local authorities and other governmental bodies. These regulators oversee, among other matters, the suitability of premises and equipment, minimum space standards, ratios of staff to children or pupils, staff qualifications, safeguarding and suitability of staff (including Disclosure and Barring Service (“DBS”) checks), record keeping, dietary and welfare requirements, educational provision, compliance with health and safety legislation, and data protection obligations under the UK Data Protection Act 2018 and the EU General Data Protection Regulation as it forms part of the laws of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union Withdrawal Act 2018 (the “UK GDPR”).

Failure by any of our nurseries to meet applicable requirements or comply with applicable laws, regulations or standards may result in enforcement or other adverse action by the relevant regulator or authority. Such action may include the imposition of conditions, improvement or compliance notices, suspension or cancellation of registration, restrictions on admissions or funded placements, clawback or withdrawal of public funding, or, in serious cases, closure of a setting or disqualification from operating in the sector. In addition, we may be required to incur significant capital or operational expenditure to remedy any non-compliance.

Inspection reports published by Ofsted and other regulators are publicly available and may include adverse findings. Any such findings, or any public enforcement action, could harm our reputation, reduce demand for places at our nurseries, and adversely affect occupancy levels and revenues.

Changes in applicable laws, regulations, statutory guidance (including the Early Years Foundation Stage framework), funding regimes or local authority practices (including changes to funded hours, eligibility criteria or funding rates) may adversely affect our operating model, cost base and profitability. In particular, changes to staffing ratio requirements, qualification requirements or safeguarding obligations could increase our costs or limit our operational flexibility.

Grolife’s specialist education schools are also registered and regulated by Ofsted, local authorities and other governmental bodies and are accordingly subject to the risks described above.

In addition, our strategy to expand into online tutoring may subject us to additional regulatory requirements, including in relation to safeguarding, data protection, consumer protection and, where applicable, cross-border service provision. We may be required to invest in additional systems, controls and personnel to comply with such requirements, and our relative lack of experience in certain of these areas may increase the risk of non-compliance.

Any of the foregoing factors could have a material adverse effect on our business, financial condition, results of operations and prospects.

Laws and regulations relating to data privacy, the processing of personal information and cross-border data transfer restrictions are complex and continue to evolve and may subject our business to increased costs, legal claims, fines or reputational damage.

We are subject to data protection and privacy laws and regulations in the UK. These laws and regulations are constantly evolving and can be expected to result in increasingly rigorous legislative monitoring of our compliance, and more stringent enforcement and sanctions for non-compliance. In particular, we are subject to the UK GDPR, which imposes stringent requirements for handling personal data of individuals in the UK. These requirements include, among other things, providing detailed disclosures about how we collect, use and disclose personal data of our customers; obtaining valid consent for certain types of processing activities; granting data subjects certain rights, including the right to access, rectify, port and erase their personal data; and establishing and maintaining a system of appropriate technical and organizational measures to ensure a level of security appropriate to the risk presented by our processing of personal data. The UK GDPR also imposes strict obligations on service providers to ensure that any processing of personal data remains compliant, and to promptly notify data controllers of any breaches of security affecting personal data. These obligations may be enforced by the UK Information Commissioner’s Office, or ICO. These laws and regulations are complex and may conflict, and any failure or perceived failure to comply with them could result in claims, changes to our business practices, monetary penalties, increased cost of operations or other harm to our business. In addition, the introduction of the UK GDPR has led to a number of proposed amendments and additional regulations, which may result in further changes to our business practices and increase our compliance costs. To the extent we store and process personal data of our children and their families, including their names, addresses and medical information, we may be subject to investigations, regulatory enforcement actions, significant monetary fines, civil lawsuits, criminal prosecution or reputational damage. Any such actions could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to adequately protect our intellectual property rights, our business, financial condition and results of operations may be materially and adversely affected.

Our brands (including nursery names, logos and domain names) and our UK trademarks are valuable assets. Certain elements of our curriculum may also qualify for copyright or database-right protection. We rely on UK trademark registrations, common law protections, confidentiality agreements and staff training to safeguard these assets. These laws are subject to change at any time and certain agreements may not be fully enforceable, which could restrict our ability to protect our intellectual property rights, including our brands and curriculum. Despite the measures we take, third parties may copy our branding or curriculum, challenge or infringe our trademarks or force us to re-brand if we unknowingly infringe others. Any successful challenge, infringement claim or enforcement action could be costly, distract management and could damage parent confidence in our nurseries. If we cannot maintain exclusive use of our brands and curriculum, our ability to attract and retain families may suffer, which could materially adversely affect our business, financial condition and results of operations.

Risks Relating to Our Proposed Acquisition of Grolife

We expect to complete this offering before entering into a definitive agreement for the Grolife Acquisition, and we may not have sufficient funds to complete the acquisition or pay the deferred consideration when due.

We have not entered into a definitive agreement for the Grolife Acquisition. The parties currently expect to enter into a definitive acquisition agreement following completion of this offering and receipt of the net proceeds and to complete the Grolife Acquisition concurrently with execution of the definitive agreement. Accordingly, there can be no assurance that we will enter into a definitive agreement or complete the Grolife Acquisition following this offering.

Based on the parties’ current discussions, approximately £6.2 million of the consideration for the Grolife Acquisition is expected to be payable upon completion, with the balance payable on a deferred basis following completion. We currently intend to use a portion of the net proceeds from this offering, equivalent to approximately

£6.2 million, to fund the consideration expected to be payable upon completion. Accordingly, the currently contemplated acquisition structure depends in part on the successful completion of this offering and the availability of sufficient net proceeds to fund the consideration and related transaction expenses payable upon completion. If this offering is not completed, is delayed or generates lower net proceeds than anticipated, we may not have sufficient funds available to complete the Grolife Acquisition on the currently contemplated terms.

We currently expect to fund the deferred consideration through a combination of cash generated from operations, available cash resources following this offering and future debt or equity financing. We do not currently have committed financing arrangements in place for the deferred consideration. If our operating cash flows and available cash resources are insufficient to satisfy the deferred consideration obligations when due, we will need to obtain additional financing. There can be no assurance that such financing will be available when required or on acceptable terms. Any equity financing could dilute our existing shareholders, and any debt financing could impose additional debt service obligations and restrictive covenants on us. If we are unable to obtain sufficient financing or otherwise generate sufficient cash when required, we may be unable to satisfy our deferred consideration obligations, which could have a material adverse effect on our liquidity, financial condition and business.

If we do not have sufficient funds to complete the Grolife Acquisition, we may need to obtain alternative financing or renegotiate the terms of the acquisition, and we may be unable to complete it. We cannot assure you that alternative financing would be available on acceptable terms or at all, that the sellers would agree to any modification of the acquisition terms, or that definitive acquisition documentation will be executed or the Grolife Acquisition will be completed on the currently contemplated terms or at all. See “— Risks Relating to Our Financial Condition and Financial Reporting — Our ability to generate cash depends on many factors beyond our control, and we may not be able to generate cash required to sustain our operations” and “Proposed Grolife Acquisition.”

Cash expenditures associated with the proposed Grolife Acquisition may create significant liquidity and cash flow risks for us.

We expect to incur significant transaction costs and some integration costs in connection with the proposed Grolife Acquisition. While we have assumed that this level of expense will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the Grolife Acquisition and integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. To the extent these Grolife Acquisition and integration expenses are higher than anticipated, we may experience liquidity or cash flow issues.

Failure to complete the acquisition of Grolife could materially and adversely affect our results of operations and the market price of our ordinary shares.

Our consummation of the proposed Grolife Acquisition is subject to many contingencies and conditions, including completion of this offering and the availability of sufficient net proceeds to fund the consideration and transaction expenses expected to be payable upon completion, as well as the negotiation and execution of definitive acquisition documentation. We cannot assure you that we will be able to successfully consummate the Grolife Acquisition as currently contemplated or at all. Risks related to the failure of the Grolife Acquisition to be consummated include, but are not limited to, the following:

•        a significant portion of the net proceeds from this offering is intended to fund the Grolife Acquisition and, if the acquisition is not consummated, we would need to identify alternative uses for those proceeds and may not be able to deploy them promptly or on terms that generate comparable returns;

•        we may have raised proceeds from this offering and may not be able to deploy them and realize the same benefits as if the Grolife Acquisition had been consummated;

•        we would not realize any of the potential benefits of the Grolife Acquisition, which could have a negative effect on our share price;

•        we expect to incur, and have incurred, significant fees and expenses regardless of whether the Grolife Acquisition is consummated, including due diligence fees and expenses, accounting fees in connection with the preparation and audit of Grolife’s financial statements, and legal fees and expenses;

•        we may experience negative reactions to our failure to consummate the Grolife Acquisition from business partners, lenders, and employees;

•        the trading price of our ordinary shares may decline to the extent that the current market price of our ordinary shares reflects a market assumption that the Grolife Acquisition will be completed; and

•        the attention of our management may have been diverted to the Grolife Acquisition rather than to our own operations and the pursuit of other opportunities that could have been beneficial to us.

The occurrence of any of these events, individually or in combination, could materially and adversely affect our results of operations and the market price of our ordinary shares.

If the proposed Grolife Acquisition is consummated, Grolife may not perform as we or the market expects, which could have an adverse effect on the price of our ordinary shares.

If the proposed Grolife Acquisition is consummated, the combined company may not perform as we or the market expects. Risks associated with the combined company following the Grolife Acquisition include:

•        integrating businesses is a difficult, expensive, and time-consuming process, and the failure to integrate successfully our businesses with the business of Grolife in the expected time frame would adversely affect our financial condition and results of operation;

•        the Grolife Acquisition will materially increase the size of our operations, and, if we are not able to manage our expanded operations effectively, our ordinary share price may be adversely affected;

•        it is possible that our key employees or key employees of Grolife might decide not to remain with us after the Grolife Acquisition is completed, and the loss of such personnel could have a material adverse effect on the financial condition, results of operations, and growth prospects of the combined company;

•        the ability to realize the expected synergies and anticipated cost savings; and

•        the success of the combined company will also depend upon relationships with third parties, and Grolife’s relationships with local authorities and referring schools and our pre-existing relationships with families at our nurseries may be affected by customer preferences or public attitudes about the Grolife Acquisition. Any adverse changes in these relationships could adversely affect the combined company’s business, financial condition, and results of operations.

The obligations and liabilities of Grolife, some of which may be unanticipated or unknown, may be greater than we have anticipated, which may diminish the value of Grolife to us if the Grolife Acquisition is consummated.

Grolife’s obligations and liabilities, some of which may not have been disclosed to us or may not be reflected or reserved for in Grolife’s historical financial statements, may be greater than we have anticipated. The obligations and liabilities of Grolife could have a material adverse effect on our business, financial condition, or results of operations. Even in cases where we are able to obtain indemnification, we may discover liabilities greater than the contractual limits or the financial resources of the indemnifying party. In the event that we are responsible for liabilities substantially in excess of any amounts recovered through rights to indemnification or alternative remedies that might be available to us, or any applicable insurance, we could suffer severe consequences that would substantially reduce our earnings and cash flows or otherwise materially and adversely affect our business, financial condition, or results of operations.

Our Belong Education subsidiary, which is proposed to acquire Grolife, has a substantial non-controlling interest owned by a member of our management, and our arrangements with such minority shareholder could have an adverse effect on our business.

If the Grolife Acquisition is consummated, its eight specialist education schools will be owned by our Belong Education subsidiary, which is 80%-owned by us and 20%-owned by Mr. Xuhui Ren, who serves as the CEO of Belong Education. Because we will control Belong Education, we will record all of its revenues and expenses and then allocate net income between the Company’s controlling and non-controlling interests. As 20%-owner of Belong Education, Mr. Ren will indirectly receive 20% of the economic returns of our specialist education subsidiaries, which reduces the portion of the profits from these subsidiaries that are attributable to us and, following this offering, to our public shareholders. Notwithstanding that we will control all shareholder resolutions of Belong Education and

will have effective control over its strategic and operational decision-making in practice as a result of our ability to control the composition of its board, Mr. Ren may have interests different from ours, with respect to matters including but not limited to strategy, operations, Belong Education’s dividend policy, financing arrangements and capital expenditures. Conflicts of interest may develop between us and Mr. Ren, which could result in delays in decision-making or difficulties in implementing strategic initiatives in relation to our specialist education subsidiaries, if the Grolife Acquisition is consummated. Any significant conflict with Mr. Ren may have an adverse effect on our business, financial condition or results of operations. We may also be required to provide additional funding to our specialist education subsidiaries, and if Mr. Ren does not participate in such funding, we may need to contribute a disproportionate share or seek alternative financing.

Risks Relating to This Offering and Ownership of Our Ordinary Shares

There has been no public market for our ordinary shares prior to this offering, and you may not be able to resell our ordinary shares at or above the price you paid, or at all.

Prior to this offering, there was no public market for our ordinary shares. Although we have applied to have our ordinary shares listed on the NYSE American, we cannot assure you that a liquid public market for ordinary shares will develop. If an active public market for our ordinary shares does not develop following the completion of this offering, the market price of our ordinary shares may decline, and the liquidity of our ordinary shares may decrease significantly.

The initial public offering price for our ordinary shares will be determined by negotiation between us and the underwriters based on several factors, and we cannot assure you that the price at which the ordinary shares are traded 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 due to insufficient or a lack of market liquidity of our ordinary shares.

The price of our ordinary shares may be volatile, and you may lose all or part of your investment.

The market price of our ordinary shares could be highly volatile and may fluctuate substantially due to many factors, including those described elsewhere in this prospectus, as well as the following:

•        actual or anticipated fluctuations in our revenue, financial condition and results of operations;

•        variance in our financial performance from the expectations of securities analysts;

•        announcements by us or our direct or indirect competitors of significant business developments, acquisitions or expansion plans;

•        changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting our business;

•        our involvement in litigation or regulatory actions;

•        sales of our ordinary shares by us or our shareholders;

•        changes in key personnel;

•        the trading volume of our ordinary shares;

•        publication of research reports or news stories about us, our acquired companies, our competition or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts; and

•        general macroeconomic conditions and interest rate levels.

As a result, volatility in the market price of our ordinary shares (including periods of market illiquidity) may prevent investors from being able to sell their ordinary shares at or above the initial public offering price or at all. These broad market and industry factors may materially reduce the market price of our ordinary shares, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our ordinary shares is low. As a result, you may suffer a loss on your investment.

In addition, stock markets have at times experienced extreme price and volume fluctuations. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted.

You will experience immediate and substantial dilution in the net tangible book value of the ordinary shares you purchase in this offering.

The initial public offering price of our ordinary shares substantially exceeds the net tangible book value per ordinary share immediately after this offering. Therefore, if you purchase our ordinary shares in this offering, you will suffer immediate dilution of $            per ordinary share (or $            per ordinary share if the underwriters exercise their option to purchase additional ordinary shares from us in full) in net tangible book value after giving effect to the sale of ordinary shares in this offering at an assumed initial public offering price of $            per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus. If we issue additional ordinary shares in the future, you will experience additional dilution. See “Dilution.”

The market price of our ordinary shares could be negatively affected by future issuances and sales of our ordinary shares.

Sales of a substantial number of our ordinary shares in the public market, or the perception in the market that the holders of a large number of ordinary shares intend to sell, could reduce the market price of our ordinary shares. After giving effect to the issuance and sale of ordinary shares in this offering, we will have 41,676,608 ordinary shares outstanding (or 42,276,608 outstanding if the underwriters exercise their option to purchase additional ordinary shares from us in full). The ordinary shares sold in this offering or issuable pursuant to the equity awards we grant will be freely tradable without restriction under the Securities Act, except as described in the next paragraph with respect to the lock-up arrangements and for any of our ordinary shares that may be held or acquired by our executive officers, directors and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

We have agreed with the underwriters, subject to certain customary exceptions, not to offer, pledge, sell, transfer, or dispose of, directly or indirectly, any of our ordinary shares or securities convertible into, exercisable for, or exchangeable into our ordinary shares for a period of 180 days from the date of this prospectus, except with the prior written consent of the Representative. In addition, all of our directors, executive officers and holders of 10% or more of our outstanding ordinary shares upon completion of this offering have agreed to the same restrictions for a period of 12 months from the date of this prospectus. All of our other shareholders have agreed to the same restrictions for a period of 6 months from the date of this prospectus, provided that any shares acquired by such shareholders prior to this offering from our directors, executive officers or holders of 10% or more of our outstanding ordinary shares upon completion of this offering will be subject to the 12-month lock-up restrictions. Such ordinary shares will, however, be able to be resold after the expiration of the lock-up periods, as well as pursuant to customary exceptions thereto or upon the waiver of the lock-up arrangements. The ordinary shares of certain of our affiliates will only be able to be resold pursuant to the requirements of Rule 144. See “Ordinary Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our ordinary shares after this offering.

In the future, we may also issue additional securities if we need to raise capital or make acquisitions, which could constitute a material portion of our then-issued and outstanding ordinary shares. See also “— Raising additional capital may cause dilution to our existing shareholders, restrict our operations or cause us to relinquish valuable rights.”

Because we do not anticipate paying any cash dividends on our ordinary shares in the foreseeable future, capital appreciation, if any, will be your sole source of potential gains and you may never receive a return on your investment.

Under current English law, a company’s accumulated realized profits must exceed its accumulated realized losses on a non-consolidated basis before dividends can be paid. Therefore, we must have distributable profits before issuing a dividend. We have not paid dividends in the past on our ordinary shares. We intend to retain earnings, if any, for use in our business and do not anticipate paying any cash dividends in the foreseeable future. As a result, capital

appreciation, if any, on our ordinary shares will be your sole source of potential gains for the foreseeable future, and you will suffer a loss on your investment if you are unable to sell your ordinary shares at or above the initial public offering price. Investors seeking cash dividends should not purchase our ordinary shares in this offering.

Our largest shareholders will continue to have significant influence over us after this offering.

Our largest shareholders, Aurevia Education, Yang Meng, Dongyu (Patrick) Lou and Jun Wang (each as defined in “Principal Shareholders”) currently hold 52.4%, 25.5%, 11.9% and 6.5%, respectively, of our outstanding ordinary shares. As a result, upon consummation of this offering, Aurevia Education, Yang Meng, Dongyu (Patrick) Lou and Jun Wang will own approximately 47.4%, 23.1%, 10.8% and 5.9%, respectively (assuming no exercise by the underwriters of their option to purchase additional ordinary shares in this offering), of our outstanding ordinary shares. As a result, our largest shareholders will continue to exercise significant influence over certain corporate matters. Additionally, this concentration of share ownership may also adversely affect the trading price of our ordinary shares, to the extent investors perceive disadvantages in owning ordinary shares in a company with significant shareholders. We will not be considered a “controlled company” under the NYSE American corporate governance rules as we do not currently expect that more than 50% of our voting power will be held by an individual, a group or another company immediately following the completion of this offering.

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

Our senior management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our ordinary shares. The failure by our senior management to apply these funds effectively could result in financial losses, and cause the price of our ordinary shares to decline. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

We will be a foreign private issuer, and, as a result, we will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.

Upon the closing of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•        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 provisions of the Exchange Act imposing liability on insiders who profit from trades made in a short period of time; provided that our directors and officers are subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act, subject to applicable exemptions, including exemptive relief available to qualifying directors and officers of certain UK foreign private issuers;

•        the rules under the Exchange Act requiring the filing with the SEC of current reports on Form 8-K upon the occurrence of specified significant events; and

•        the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information.

In addition, foreign private issuers are not required to file their annual report on Form 20-F until four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year, and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which prohibits selective disclosures of material information. As a result, you may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. In the future, we would lose our foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status.

If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our executive officers, directors and more than 10% shareholders will become subject to the short-swing profit recovery and other provisions of Section 16 of the Exchange Act applicable to insiders of U.S. domestic issuers. In addition, we will lose our ability to rely upon exemptions from certain corporate governance rules. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer. These expenses will relate to, among other things, the obligation to present our financial information in accordance with U.S. GAAP in the future.

As we will be a foreign private issuer, we will be permitted to, and we intend to, rely on exemptions from certain NYSE American corporate governance requirements, and therefore, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE American corporate governance requirements.

As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of the NYSE American, provided that we disclose the requirements we are not following and describe the home country practices we are following. We intend to rely on this foreign private issuer exemption with respect to the following: (i) the quorum requirements applicable to the meetings of shareholders, (ii) shareholder approval requirements for issuances of securities in connection with stock option or purchase plans that are established or materially amended or other equity compensation arrangement that is made or materially amended, (iii) the shareholder approval requirements for the issuance of more than 20% of the outstanding ordinary shares of the issuer, (iv) the requirement to have a compensation committee composed entirely of independent directors who satisfy the additional independence requirements specific to compensation committee membership and (v) the requirement that our director nominations be made, or recommended to the full board of directors, by our independent directors or by a nominations committee that is composed entirely of independent directors. We may in the future elect to follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE American corporate governance requirements.

We will be an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our ordinary shares less attractive to investors.

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

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

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

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

•        reduced disclosure obligations regarding executive compensation; and

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

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

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

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of June 30, (ii) the end of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year, (iii) the date on which we issue more than $1 billion in non-convertible debt in a three-year period or (iv) the last day of our fiscal year following the fifth anniversary of the completion of this offering.

As an English public limited company, certain capital structure decisions will require shareholder approval, which may limit our flexibility to manage our capital structure.

English law provides that, subject to certain exceptions (including the allotment, or the grant of rights to subscribe for or convert any security into shares, in pursuance of an employees’ share scheme), a board of directors of a public limited company may only allot shares (or grant rights to subscribe for or convert any security into shares) with the prior authorization of shareholders, such authorization stating the aggregate nominal amount of shares that it covers and being valid for a maximum period of five years, each as specified in the articles of association or relevant ordinary shareholder resolution passed by shareholders at a general meeting.

English law also generally provides shareholders with preemptive rights when new shares are issued for cash, except that such rights do not apply to the allotment of equity securities that would, apart from any renunciation or assignment of the right to their allotment, be held under or allotted or transferred pursuant to an employees’ share scheme. However, it is possible for the articles of association, or for shareholders to pass a special resolution at a general meeting, being a resolution passed by at least 75% of the votes cast, to disapply preemptive rights. Such a disapplication of preemptive rights may be for a maximum period of up to five years from the date of adoption of the articles of association, if the disapplication is contained in the articles of association, or from the date of the shareholder special resolution, if the disapplication is by shareholder special resolution, but not longer than the duration of the authority to allot shares to which the disapplication relates. In either case, this disapplication would need to be renewed by our shareholders upon its expiration (i.e., at least every five years). We expect to obtain authority from our shareholders to disapply preemptive rights in connection with the completion of this offering, in which case disapplication will need to be renewed upon expiration (i.e., at least every five years), but may be sought more frequently for additional five-year terms (or for any shorter period).

English law also generally prohibits a public company from repurchasing its own shares without the prior approval of shareholders by ordinary resolution, being a resolution passed by a simple majority of votes cast, and other formalities. Such approval may be for a maximum period of up to five years. See “Description of Share Capital and Articles of Association.”

If a United States person is treated as owning 10% or more of our shares, such holder may be subject to adverse U.S. federal income tax consequences.

If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting power of our shares, such person may be treated as a “United States shareholder” with respect to each controlled foreign corporation (“CFC”) in our group (if any). A United States shareholder of a CFC may be required to report annually and include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and investments in U.S. property by CFCs, regardless of whether we make any distributions in respect of such income. An individual that is a United States shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation.

Failure to comply with these obligations may subject a United States shareholder to significant monetary penalties, and may toll the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due. We cannot provide any assurances that we will assist investors in determining whether we are or any of our non-U.S. subsidiaries is treated as a CFC or whether any investor is treated as a United States shareholder with respect to any such CFC or furnish to any United States shareholder information that may be necessary to comply with the above obligations. The United States Internal Revenue Service has provided limited guidance on situations in which investors may rely on publicly available information to comply with their reporting and tax paying obligations with respect to foreign-controlled CFCs. A United States investor should consult its advisors regarding the potential application of these rules to an investment in our ordinary shares.

U.S. investors in our shares may suffer adverse tax consequences if we are characterized as a passive foreign investment company.

The rules governing “passive foreign investment companies” (“PFICs”) can have adverse effects on United States Holders (as defined below in “Tax Considerations — Material U.S. Federal Income Tax Considerations”) for U.S. federal income tax purposes. The determination of whether we are a PFIC, which must be made annually after the close of each taxable year, depends on the particular facts and circumstances and may also be affected by the application of the PFIC rules, which are subject to differing interpretations. Our status as a PFIC will depend on the composition of our income and the composition and value of our assets (including goodwill and other intangible assets), which will be affected by how, and how quickly, we spend any cash that is raised in this offering or in any other subsequent financing transaction.

If we are a PFIC, a United States Holder would be subject to adverse U.S. federal income tax consequences, such as ineligibility for certain preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S. federal income tax laws and regulations. A United States Holder may in certain circumstances mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund, or QEF, or, if shares of the PFIC are “marketable stock” for purposes of the PFIC rules, by making a mark-to-market election with respect to the shares of the PFIC. United States Holders should be aware that, for each tax year, if any, that we are a PFIC, we can provide no assurances that we will satisfy the record keeping requirements of a PFIC, or that we will make available to United States Holders the information such United States Holders require to make a QEF election with respect to us, and as a result, a QEF election may not be available to United States Holders. For more information, see the discussion below under “Tax Considerations — Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company.” You should consult your own tax advisors regarding the potential consequences to you if we are or were to become a PFIC, including the availability, and advisability, of, and procedure for making, QEF elections and mark-to-market elections.

It may be difficult to enforce a U.S. judgment against us or certain of our directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.

Only one of our directors and none of our executive officers are residents of the United States, and all of our assets and substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon us within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. See “Enforcement of Civil Liabilities.” Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.

Our amended and restated articles of association will contain exclusive jurisdiction provisions, which may impact the ability of shareholders to bring actions against us in certain jurisdictions or increase the cost of bringing such actions.

Our amended and restated articles of association provide that the courts of England and Wales shall have the exclusive jurisdiction for resolving all actions or proceedings brought by a shareholder in its capacity as a shareholder or on our behalf against us, our directors, officers or other employees of our company, other than shareholder complaints asserting a cause of action arising under the Securities Act or the Exchange Act and that the U.S. District Court for the Southern District of New York will be the exclusive jurisdiction for resolving any shareholder complaint asserting a cause of action arising under the Securities Act or the Exchange Act, including applicable claims arising out of this offering. In addition, our amended and restated articles of association will provide that any person or entity purchasing or otherwise acquiring any interest in our shares is deemed to have notice of and consented to these provisions.

These choice of jurisdiction provisions may limit a shareholder’s ability to bring a claim in a forum that it considers favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits. The enforceability of similar exclusive jurisdiction provisions (including exclusive federal jurisdiction provisions for actions, suits or proceedings asserting a cause of action arising under the Securities Act) in other companies’

organizational documents has been challenged in legal proceedings, and there is uncertainty as to whether courts would enforce the exclusive jurisdiction provisions in our amended and restated articles of association. Additionally, our shareholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Further, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, which permits investors to bring actions to enforce a duty or liability under the Securities Act in any state or federal court of competent jurisdiction. If a court were to find either choice of forum provision contained in our amended and restated articles of association to be inapplicable or unenforceable in an action for any reason, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our results of operations and financial condition. The courts of England and Wales and the U.S. District Court for the Southern District of New York may also reach different judgments or results than would other courts, including courts where a shareholder considering bringing a claim may be located or would otherwise choose to bring the claim, and such judgments may be more or less favorable to us than our shareholders.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

We are incorporated under the laws of England and Wales. The rights of holders of ordinary shares are governed by English law, including the provisions of the UK Companies Act 2006 (the “Companies Act”) and by our amended and restated articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. See “Description of Share Capital and Articles of Association — Differences in Corporate Law” in this prospectus for a description of the principal differences between the provisions of the Companies Act applicable to us and, for example, the Delaware General Corporation Law relating to shareholders’ rights and protections. The principal differences include the following:

•        Under English law, subject to certain exceptions and disapplications, each shareholder generally has preemptive rights to subscribe on a proportionate basis to any issuance of ordinary shares or rights to subscribe for, or to convert securities into, ordinary shares for cash. Under U.S. law, shareholders generally do not have preemptive rights unless specifically granted in the certificate of incorporation or otherwise;

•        Under English law, certain matters require the approval of not less than 75% of the shareholders who vote (in person or by proxy) on the relevant resolution (or on a poll of shareholders, by shareholders representing not less than 75% of the ordinary shares voting (in person or by proxy)), including amendments to our amended and restated articles of association. This may make it more difficult for us to complete corporate actions deemed advisable by our board of directors. Under U.S. law, generally only majority shareholder approval is required to amend the certificate of incorporation or to approve other significant transactions;

•        In the United Kingdom, takeovers may be structured as takeover offers or as schemes of arrangement. Under English law, a bidder seeking to acquire us by means of a takeover offer would need to make an offer for all of our outstanding ordinary shares. If acceptances are not received for 90% or more of the ordinary shares to which the offer relates, under English law, the bidder cannot complete a “squeeze out” to obtain 100% control of our company. Accordingly, acceptances of 90% of our outstanding ordinary shares would likely be a condition in any takeover offer to acquire us, not 50% as is more common in tender offers for corporations organized under U.S. law. By contrast, a scheme of arrangement, the successful completion of which would result in a bidder obtaining 100% control of our company, requires the approval of a majority in number of the shareholders or class of shareholders present and voting either in person or by proxy at the meeting and representing 75% in value of the ordinary shares voting at the meeting for approval;

•        Under English law and our amended and restated articles of association, shareholders and other persons whom we know or have reasonable cause to believe are, or have been, interested in our shares may be required to disclose information regarding their interests in our shares upon our request, and the failure to provide the required information could result in the loss or restriction of rights attaching to the shares, including prohibitions on certain transfers of the shares, withholding of dividends and loss of voting rights. Comparable provisions generally do not exist under U.S. law; and

•        Under our amended and restated articles of association, the quorum requirement for a shareholder meeting is a minimum of two shareholders present in person or by proxy (or, if a corporation, by representative). Under U.S. law, a majority of the shares eligible to vote must generally be present (in person or by proxy) at a shareholders’ meeting in order to constitute a quorum. The minimum number of shares required for a quorum can be reduced pursuant to a provision in a company’s certificate of incorporation or bylaws, but typically not below one-third of the shares entitled to vote at the meeting.

Raising additional capital may cause dilution to our existing shareholders, restrict our operations or cause us to relinquish valuable rights.

Based on our current plans and market conditions, we believe that cash flows generated from our operations will be sufficient to satisfy our anticipated cash requirements in the ordinary course of business for the foreseeable future. However, we intend to continue to make significant investments to support our business growth and may require additional funds to respond to business challenges. Accordingly, we may need to engage in equity or debt financings to secure additional funds. We may seek additional capital through a combination of public and private equity offerings, debt financings and strategic partnerships and alliances. To the extent that we raise additional capital through the sale of equity, convertible debt securities or other equity-based derivative securities, your ownership interest will be diluted, and the terms of the securities may include liquidation or other preferences that may be senior to your rights as a holder of ordinary shares. Any indebtedness we incur would result in increased payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional debt and other operating restrictions that could adversely impact our ability to conduct our business. Any debt or additional equity financing that we raise may contain terms that are not favorable to us and holders of our ordinary shares. Furthermore, the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our ordinary shares to decline, and holders of our ordinary shares may not agree with our financing plans or the terms of such financings.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to holders in the United States unless we register the offer and sale of the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. We are under no obligation to file a registration statement with respect to any such rights or securities, to endeavor to cause such a registration statement to be declared effective or to establish an exemption from registration under the Securities Act. Accordingly, you may be unable to participate in such a rights offering and may experience dilution in your holdings.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our ordinary shares depends, in part, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts or the content that they publish about us. If our financial performance fails to meet analyst estimates or one or more of the analysts who cover us downgrade our ordinary shares or change their opinion of our ordinary shares, our ordinary share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our ordinary share price or trading volume to decline.

EXCHANGE RATES

The following table presents information on the exchange rates between the British Pound and the U.S. dollar for the periods indicated. Average rates are computed by using the noon buying rate of the Federal Reserve Bank of New York for the U.S. dollar on the last business day of each month during the relevant period indicated. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could actually have been purchased upon exchange of British Pounds at the dates indicated. The rates set forth below are provided solely for your convenience and may differ from the actual rates used in the preparation of other financial data appearing in this prospectus.

The following table sets forth, for each of the months presented, the low and high exchange rates for British Pounds expressed in U.S. dollars and the exchange rate at the end of the month based on the noon buying rate as described above.

On October 9, 2026, the noon buying rate of the Federal Reserve Bank of New York for the British Pound was £1.00 = $1.3229.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $            million, assuming an initial public offering price per ordinary share of $            , which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and expenses of the offering that are payable by us (or approximately $            million if the underwriters exercise their option to purchase additional ordinary shares from us in full).

We intend to use the net proceeds we receive from this offering, together with our existing cash and cash equivalents, as follows:

•        approximately £6.2 million (approximately $8.3 million) to fund the consideration expected to be payable upon completion of the Grolife Acquisition;

•        approximately £1.7 million (approximately $2.2 million) to fund the first deferred consideration payment in connection with the Grolife Acquisition, which is expected to become payable six months after completion of the Grolife Acquisition;

•        approximately £1.5 million (approximately $2.0 million) to fund the proposed Bright Eyes Acquisition;

•        approximately £50,000 (approximately $66,000) to pay outstanding acquisition-related legal expenses; and

•        the remainder for working capital and general corporate purposes.

The Grolife Acquisition has not been completed and remains subject to the negotiation and execution of definitive acquisition documentation and satisfaction or waiver of the conditions to completion thereunder. The parties currently expect to execute the definitive acquisition agreement following completion of this offering and receipt of the net proceeds and to complete the Grolife Acquisition concurrently with execution of the definitive agreement. If the Grolife Acquisition is not consummated, we currently intend to use the portion of the net proceeds allocated to the Grolife Acquisition for working capital and general corporate purposes/other acquisitions and investments consistent with our growth strategy.

Each $1.00 increase (decrease) in the assumed initial public offering price per ordinary share would increase (decrease) our net proceeds, after deducting the estimated underwriting discounts and commissions and expenses, by $            , assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same. Each increase (decrease) of            ordinary shares in the number of ordinary shares offered by us would increase (decrease) our net proceeds, after deducting the estimated underwriting discounts and commissions and expenses, by approximately $            million, assuming no change in the assumed initial public offering price per ordinary share. Expenses of this offering will be paid by us.

The expected uses of the net proceeds we receive from this offering represent our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenses may vary significantly depending on numerous factors. Accordingly, we will have broad discretion over the uses of the net proceeds in this offering and investors will be relying on the judgment of our management regarding the application of the net proceeds. In addition, it is possible that the amount set forth above will not be sufficient for the purposes described above.

Based on our planned use of the net proceeds of this offering and our current cash and cash equivalents, we estimate that such funds will be sufficient to enable us to fund our operating expenses and capital expenditure requirements. We have based this estimate on assumptions that may prove to be incorrect, and we could use our available capital resources sooner than we currently expect.

Pending specific utilization of the net proceeds as described above, we intend to invest the net proceeds from this offering in short- and intermediate-term interest-bearing obligations and certificates of deposit.

DIVIDEND POLICY

Since our incorporation, we have not declared or paid any dividends on any class of our issued share capital. We intend to retain any earnings for use in our business and do not currently intend to pay dividends on our ordinary shares. The declaration and payment of any future dividends will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, any future debt agreements or applicable laws and other factors that our board of directors may deem relevant. Our board of directors intends to regularly evaluate our capital allocation strategy, including the potential payment of dividends.

Under the laws of England and Wales, among other things, we may only pay dividends if we have sufficient distributable reserves (on a non-consolidated basis), which are our accumulated realized profits that have not been previously distributed or capitalized less our accumulated realized losses, so far as such losses have not been previously written off in a reduction or reorganization of capital.

CAPITALIZATION

The table below sets forth our cash and cash equivalents, capitalization and indebtedness as of June 30, 2026:

•        on an actual basis;

•        on a pro forma basis to reflect the proposed Grolife Acquisition, including the related transaction accounting adjustments, based on Grolife’s historical balance sheet as of February 28, 2026, as reflected in the unaudited pro forma condensed consolidated financial information included elsewhere in this prospectus; and

•        on a pro forma, as adjusted basis to reflect the issuance and sale of 4 million ordinary shares by us in this offering at the assumed initial public offering price of $4.50 per ordinary share, which is 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, and the use of proceeds therefrom as described under “Use of Proceeds,” as if such events had occurred on June 30, 2026.

Investors should read this table in conjunction with our consolidated financial statements included in this prospectus as well as “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Except as disclosed below, there have been no significant changes in our capitalization since June 30, 2026.

For purposes of this presentation, the pro forma effect of the Grolife Acquisition is presented before the adjustments relating to this offering, although the Grolife Acquisition is expected to be completed following this offering and funded in part with the net proceeds from this offering.

____________

(1)      A $1.00 increase or decrease in the assumed initial public offering price of $4.50 per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the as adjusted amount of each of cash and cash equivalents, share premium, total shareholders’ equity and total capitalization by approximately $            million, assuming 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 estimated underwriting discounts and commissions. An increase or decrease of 1,000,000 ordinary shares in the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, would increase or decrease the as adjusted amount of each of cash and cash equivalents, share premium, total shareholders’ equity and total capitalization by approximately $            million, assuming no change in the assumed initial public offering price of $4.50 per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions.

(2)      Debt, including current portion, as presented does not include lease liabilities of iStep Learning plc of £5.3 million as of June 30, 2026 or lease liabilities of Grolife Limited of £1.1 million as of February 28, 2026. Such lease liabilities are recognized as financial liabilities under IFRS but have been excluded from debt for purposes of this capitalization table.

The number of our ordinary shares to be outstanding immediately after this offering is based on 37,676,608 of our ordinary shares outstanding following the Share Subdivision and immediately prior to this offering. The outstanding share information excludes:

•        1,152,000 ordinary shares issuable upon exercise of outstanding options under the Share Option Plan, giving effect to the Share Subdivision, as of June 30, 2026; and

•        1,256,640 ordinary shares reserved for issuance pursuant to future awards under the Share Option Plan, giving effect to the Share Subdivision, as of June 30, 2026.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Introduction

On January 17, 2026, our 80%-owned subsidiary Belong Education signed a term sheet for the proposed acquisition by Belong Education of Grolife, a holding company owning a group of eight specialist education schools in the United Kingdom operating under the EdStart Schools brand, together with its subsidiaries. We currently intend to use approximately £6.2 million of the net proceeds from this offering to fund the consideration payable upon completion of the Grolife Acquisition, with the balance expected to be payable on a deferred basis following completion. The Grolife Acquisition remains subject to the negotiation and execution of definitive acquisition documentation and the satisfaction or waiver of the conditions to completion thereunder. The parties currently expect to execute the definitive acquisition agreement following completion of this offering and receipt of the net proceeds and to complete the Grolife Acquisition concurrently with execution of the definitive agreement. Accordingly, there can be no assurance that the Grolife Acquisition will be completed on the currently contemplated terms or at all. See “Risk Factors — Risks Relating to Our Proposed Acquisition of Grolife” and “Use of Proceeds.” We consider the Grolife Acquisition to be “probable” within the meaning of Rule 3-05 of Regulation S-X and present information herein on a basis that assumes we complete this acquisition, although its consummation remains subject to signing a definitive acquisition agreement and subsequent satisfaction of closing conditions and other potential impediments. The proposed Grolife Acquisition is deemed significant under Rule 3-05 and separate consolidated financial statements for Grolife are included elsewhere in this prospectus.

In connection with the proposed Grolife Acquisition, we intend to issue and sell 4,000,000 ordinary shares in this offering at an assumed initial public offering price of $4.50 per ordinary share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus. We currently intend to use approximately £6.2 million of the net proceeds from this offering to fund the portion of the consideration for the Grolife Acquisition expected to be payable upon completion, with the remaining net proceeds to be applied as described under “Use of Proceeds.” The unaudited pro forma condensed consolidated financial information gives effect to the issuance and sale of ordinary shares in this offering, the estimated underwriting discounts and commissions and offering expenses payable by us, and the application of a portion of the estimated net proceeds to fund the Grolife Acquisition, together with the transaction accounting adjustments relating to the acquisition.

Unaudited Pro Forma Condensed Consolidated Financial Information

The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2026 gives effect to the Grolife Acquisition and the issuance and sale of ordinary shares in this offering, including the application of a portion of the estimated net proceeds to fund the Grolife Acquisition, as if such transactions had been completed on June 30, 2026. The Unaudited Pro Forma Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended June 30, 2026 gives effect to the Grolife Acquisition and the applicable transaction accounting adjustments relating to the offering as if such transactions had occurred on July 1, 2025. As such, the adjustments reflected in the Unaudited Pro Forma Condensed Consolidated Balance Sheet will not necessarily reconcile with the adjustments in the Unaudited Pro Forma Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income. Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed consolidated financial statements.

The unaudited pro forma condensed consolidated financial statements described above are referred to herein as the “Pro Forma Financial Statements.”

The Pro Forma Financial Statements are unaudited, are provided for illustrative purposes only and do not purport to represent what our actual consolidated results of operations or financial position would have been had the Grolife Acquisition occurred on the dates noted above, nor are they necessarily indicative of future consolidated results of operations. Future results may vary significantly from the results reflected because of various factors. In our opinion, all adjustments that are necessary to present fairly the Pro Forma Financial Statements have been made.

The Pro Forma Financial Statements do not reflect the benefits of potential cost savings or the costs that may be necessary to achieve such savings, opportunities to increase revenue generation or other factors that may result from the Grolife Acquisition and do not attempt to predict or suggest future results.

The Pro Forma Financial Statements have been developed from and should be read in conjunction with:

•        the historical audited consolidated financial statements as of June 30, 2026 and 2025 and for each of the three years ended June 30, 2026, 2025 and 2024, included elsewhere in this prospectus;

•        the historical audited consolidated financial statements for Grolife as of, and for the years ended, August 31, 2025 and 2024, included elsewhere in this prospectus;

•        the historical unaudited condensed consolidated financial statements for Grolife as of, and for the year ended, August 31, 2026; and

•        the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

iStep Learning plc

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF PROFIT
OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2026

____________

(1)      Translated solely for convenience into dollars at the rate of £1.00 = $1.3259, where presented

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As at 30 June 2026

____________

(1)      Translated solely for convenience into dollars at the rate of £1.00 = $1.3259, where presented

The proposed acquisition (the “Acquisition”) remains subject to, among other things:

•        Negotiation and execution of a definitive Share Purchase Agreement and related transaction documents;

•        Completion of confirmatory due diligence satisfactory to the Company;

•        Receipt of any required regulatory approvals or third-party consents;

•        Completion of the IPO and availability of sufficient net proceeds to fund the Acquisition; and

•        Final approval by the Board of Directors and shareholders of the Company, if applicable.

The Term Sheet grants the Company an exclusivity period during which the Target has agreed not to solicit or engage in discussions with other potential acquirers.

THERE CAN BE NO ASSURANCE THAT THE ACQUISITION WILL BE COMPLETED ON THE TERMS DESCRIBED HEREIN, OR AT ALL. The transaction remains subject to the successful negotiation of definitive agreements and satisfaction of customary closing conditions. If the Acquisition is not completed, the pro forma financial information presented herein will not be reflective of the Company’s actual financial position or results of operations.

The Acquisition, if completed, will be accounted for as a business combination under IFRS 3, with the Company as the accounting acquirer. The purchase price allocation presented herein is preliminary and based upon management’s best estimates of the fair values of assets to be acquired and liabilities to be assumed. All amounts are subject to material change as they are dependent upon:

(i)     Completion of the Acquisition on the terms currently contemplated;

3a.    Acquisition cash consideration and cash flow

The acquisition adjustment reflects £6.204 million payable on completion, presented as a reduction in cash and cash equivalents, together with £4.004 million of deferred consideration recognised as liabilities (£3.448 million current and £0.556 million non-current). These amounts reconcile to aggregate consideration of £10.208 million. The acquisition cash outflow is presented separately from the £13.576 million IPO cash inflow in the offering adjustment column.

3b.    Goodwill

Goodwill is £6.685 million, calculated as aggregate consideration of £10.208 million less the Company’s 80% proportionate share (£3.523 million) of the £4.404 million fair value of net identifiable assets acquired. Under the proportionate-share measurement basis, no goodwill is attributed to non-controlling interests. After eliminating Grolife’s £0.654 million historical goodwill, the net acquisition adjustment presented in the Unaudited Pro Forma Condensed Consolidated Balance Sheet is £6.030 million, producing pro forma combined goodwill of £11.500 million. The amount is preliminary and subject to finalisation of the purchase price allocation.

3c.    Identified intangible assets

The preliminary purchase price allocation recognises a single separable intangible asset for customer relationships with an estimated fair value of £3.785 million. Annual amortisation is £0.379 million, calculated on a straight-line basis over an estimated useful life of approximately ten years.

The sensitivity analysis below illustrates the effect of a 10% change in the estimated fair value of customer relationships, holding aggregate consideration, the 25% tax rate, ownership and useful life constant. Amounts are presented in £000.

3d.    Deferred tax on fair value adjustments

Deferred tax liabilities of £0.946 million arise on temporary differences created by £3.785 million of fair value step-ups, calculated at the Registrant’s blended effective tax rate of 25%.

3e.    Deferred consideration

The £3.448 million current portion is due within 12 months and is presented within other current liabilities. The £0.556 million non-current portion is due beyond 12 months and is presented within other non-current liabilities. The amounts are fixed and not contingent on future events.

3f.     Incremental intangible amortisation

The adjustment reflects £0.379 million of incremental amortisation for the year ended 30 June 2026 and is expected to have a continuing impact.

3g.    Acquisition-related transaction costs (non-recurring)

Acquisition-related transaction costs of £0.276 million are non-recurring expenditure accrued and expensed in accordance with IFRS 3. They are not included in consideration transferred or goodwill and are not expected to have a continuing impact, except to the extent that additional transaction costs are incurred.

3h.    Non-controlling interests

Closing non-controlling interests are £0.832 million, comprising the Registrant’s historical debit balance of £0.049 million and an acquisition adjustment of £0.881 million, as presented in the Unaudited Pro Forma Condensed Consolidated Balance Sheet. Acquisition-date non-controlling interests are measured at 20% of the £4.404 million fair value of net identifiable assets, excluding pre-existing goodwill; no goodwill is allocated to non-controlling interests under the proportionate-share method.

3i.     Income tax effect

The estimated tax effect of acquisition-related adjustments, principally incremental amortisation, is calculated at 25%, resulting in a £0.095 million tax benefit in the acquisition adjustment column for the year ended 30 June 2026.

4.      IPO transaction accounting adjustments

4a.    IPO cash proceeds and equity financing

The Acquisition is assumed to be funded from the IPO rather than debt. The IPO is preceded by a 64-for-1 share split and comprises 4,000,000 new shares at $4.50 per share. At the 30 June 2026 reporting-date exchange rate, gross sterling proceeds are £13.576 million, presented as an increase in cash and cash equivalents. Of those proceeds, £0.063 million is recognised as share capital and £13.513 million as gross share premium. Qualifying share-issue costs of £1.221 million measured at the reporting-date exchange rate are deducted from share premium, resulting in a net share premium increase of £12.292 million and total net equity proceeds of £12.355 million. The difference of £1.221 million between the £13.576 million cash adjustment and the £12.355 million net equity increase is included within the £2.388 million accrued IPO-cost liability described in Note 4c. The corresponding transaction-date allocation of IPO costs for the Unaudited Pro Forma Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income is described in Note 4b.

4b.    IPO transaction costs (non-recurring P&L expenditure and share-issue costs)

Total IPO costs are estimated at £3.206 million at the 1 July 2025 transaction-date exchange rate and £3.316 million at the 30 June 2026 reporting-date exchange rate. At the transaction-date rate, £2.028 million is classified as non-recurring expenditure in the Unaudited Pro Forma Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income and is not expected to have a continuing impact after completion of the IPO. The remaining £1.178 million comprises incremental and directly attributable share-issue costs deducted from share premium and is not classified as non-recurring profit-or-loss expenditure. At the reporting-date rate, the corresponding qualifying share-issue costs are £1.221 million, as reflected in Notes 4a and 4c. Classification between share premium and profit or loss is determined by the nature of each cost under IAS 32 and section 610 of the Companies Act 2006; exchange-rate movements explain the difference between the transaction-date and reporting-date amounts.

4c.    Accrued IPO costs and retained earnings

At the 30 June 2026 reporting-date exchange rate, the accrued transaction-cost liability is £2.664 million, comprising £0.276 million of non-recurring acquisition-related transaction costs presented in the acquisition adjustment column and £2.388 million of outstanding IPO costs presented in the offering adjustment column. Of the £2.388 million IPO liability, £1.221 million comprises qualifying share-issue costs deducted from share premium and £1.167 million is charged to retained earnings in the offering adjustment column. The retained earnings reconciliation below begins with consolidated historical retained earnings before elimination of the acquiree’s historical retained earnings and then presents the non-recurring acquisition-related costs, non-recurring IPO costs classified to profit or loss, amounts already recognised historically and the reporting-date foreign-exchange remeasurement.

4d.    Pro forma loss per share

Pro forma basic and diluted loss per share is calculated using the £3.520 million pro forma loss attributable to owners of the parent and shares adjusted retrospectively for the 64-for-1 split, including the 4,000,000 IPO shares as if issued at the beginning of the period. Weighted-average shares are 40,923.1 thousand, resulting in pro forma basic and diluted loss per share of £0.09.

5.      Forward-looking statements and limitations

The Pro Forma Financial Statements have been prepared for illustrative purposes only. The adjustments are based on available information and assumptions that management believes are reasonable. They do not reflect cost savings, operating synergies or revenue enhancements that may be achieved following the Acquisition, or costs to achieve them. Actual results may differ materially.

DILUTION

If you invest in our ordinary shares, your interest will be diluted to the extent of the difference between the initial public offering price per ordinary share and the as adjusted net tangible book value per ordinary share immediately following the consummation of this offering.

At June 30, 2026, we had a historical net tangible book value of $      million, corresponding to a net tangible book value of $      per ordinary share. Net tangible book value per ordinary share represents the amount of our total assets less our total liabilities, excluding goodwill and other intangible assets, divided by the total number of our ordinary shares outstanding.

After giving further effect to the sale by us of ordinary shares in this offering at the assumed initial public offering price of $4.50 per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value at June 30, 2026 would have been approximately $      million, representing $      per ordinary share.

This represents an immediate increase in net tangible book value of $      per ordinary share to existing shareholders and an immediate dilution in net tangible book value of $      per ordinary share to new investors purchasing ordinary shares in this offering at the assumed initial public offering price. Dilution in net tangible book value per ordinary share to new investors is determined by subtracting as adjusted net tangible book value per ordinary share after this offering from the assumed initial public offering price per ordinary share paid by new investors.

The following table illustrates this dilution to new investors purchasing ordinary shares in the offering.

If the underwriters exercise their option to purchase additional ordinary shares from us in full, our as adjusted net tangible book value after this offering would be $      per ordinary share representing an immediate increase in as adjusted net tangible book value of $      per ordinary share to existing shareholders and immediate dilution of $      per ordinary share in as adjusted net tangible book value per ordinary share to new investors purchasing ordinary shares in this offering, based on an assumed initial public offering price of $      per ordinary share, which is the midpoint of the price range set forth on the cover page of this prospectus.

Each $1.00 increase (decrease) in the assumed initial public offering price of $      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 after this offering by $      per ordinary share and the dilution to new investors in the offering by $      per ordinary share, assuming that the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same.

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

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this prospectus. Actual results could differ materially from those contained in any forward-looking statements.

Overview

We are an owner, operator and manager of early childhood education and care services in the United Kingdom, operating under nine brands. We provide high-quality care and education to children from three months to five years of age. Our company is headquartered in London, England, established in 2023 through the merger of two well-known nursery groups, Bambinos and The Nursery Family. Since our incorporation and our combination with Bambinos and acquisition of The Nursery Family, we have completed six acquisitions (comprising a total of 10 nursery centers) in the United Kingdom. We have a track record of making acquisitions that we carefully and efficiently integrate into our infrastructure, supplemented by organic growth.

We currently operate 24 nursery centers with a combined total capacity of 1,280 children at one time. Each of our nursery centers holds its own Ofsted registration and delivers early years education and childcare in accordance with our operational, safeguarding, and quality standards.

While our core business currently focuses on early childhood education, as part of our growth strategy we intend to expand into areas such as specialist education and online tutoring for young people. We seek to foster the holistic development of children by providing a diverse range of high-quality educational services, and our vision is to create a leading integrated education group and recognized education brand anchored in early years education.

Recent Developments

In accordance with our growth strategy, on December 19, 2025, we signed a term sheet for the proposed acquisition of Bright Eyes Childcare Ltd., a nursery group with three centers in Cornwall, England. The term sheet provides for an aggregate purchase price of approximately £1.8 million, subject to customary adjustments. If consummated, the Bright Eyes Acquisition will add aggregate registered capacity of 170 places to our nursery business and increase our number of nurseries to 27.

In accordance with our growth strategy, on January 17, 2026, our 80%-owned subsidiary, Belong Education Ltd., signed a term sheet for its proposed acquisition of Grolife Limited, a holding company owning a group of eight specialist education schools in the United Kingdom operating under the EdStart Schools brand, together with its subsidiaries. We currently intend to use approximately £6.2 million of the net proceeds from this offering to fund the consideration payable upon completion of the Grolife Acquisition, with the balance expected to be payable on a deferred basis following completion. The Grolife Acquisition remains subject to the negotiation and execution of definitive acquisition documentation and the satisfaction or waiver of the conditions to completion thereunder. The parties currently expect to execute the definitive acquisition agreement following completion of this offering and receipt of the net proceeds and to complete the Grolife Acquisition concurrently with execution of the definitive agreement. Accordingly, there can be no assurance that the Grolife Acquisition will be completed on the currently contemplated terms or at all. See “Risk Factors — Risks Relating to Our Proposed Acquisition of Grolife” and “Use of Proceeds.” The Grolife Acquisition, if consummated, will mark our entry into the specialist education sector in the United Kingdom. The terms currently contemplated provide for aggregate cash consideration of approximately £10.2 million, subject to customary adjustments. Based on the parties’ current discussions, approximately £6.2 million of the consideration is expected to be payable upon completion of the Grolife Acquisition, with the balance payable on a deferred basis following completion.

On June 30, 2026, Jiayi International transferred all of the ordinary shares in our company it owned to Aurevia Education as part of an internal restructuring of the Jiayi Education group. Aurevia Education was incorporated shortly before the transfer for purposes of the internal restructuring. As both Jiayi International and Aurevia Education are indirectly wholly owned by Jiayi Education, the transfer did not result in any change in the ultimate beneficial ownership of our company.

In accordance with our growth strategy, on July 1 and July 15, 2026, we were selected as the successful bidder in tender processes with Devon County Council and West Sussex County Council, respectively, to establish and operate two new nurseries at existing premises made available for nursery use by the relevant local authority or school. The Devon nursery will operate from the Former Hatherleigh Children’s Center, an existing children’s center premises that we will use for a new nursery operation, and the West Sussex nursery operates from existing premises at West Green Primary School that have been refurbished for use as a day nursery. These opportunities allow us to expand our footprint organically by establishing new nursery operations in response to local childcare needs, rather than through the acquisition of existing nursery businesses or the construction of new nursery facilities. We opened the West Green Day Nursery and Preschool (now operating under the Little Explorers brand) in September 2026 with a capacity of 27 places and expect to open the Former Hatherleigh Children’s Center nursery in January 2027 with an estimated capacity of 32 places.

Key Factors Affecting Our Performance and the Comparability of Our Financial Results

Expansion through Acquisitions and Investments in New Capabilities

We have expanded our business substantially through acquisitions. As a result, we have substantially increased the scale of our business. Our long-term revenue growth depends upon the expansion of our footprint through acquiring new nurseries and/or schools, opening new greenfield nurseries and/or schools and investing in new service areas.

Since our incorporation in May 2023 and our combination with Bambinos and acquisition of The Nursery Family, we have completed six acquisitions (comprising a total of 10 nursery centers) in the United Kingdom. Our acquisition strategy is also focused on diversifying our educational service offering, as demonstrated through our acquisition in January 2024 of a minority equity interest in DPS Education Limited, which owns a SEND school, and the proposed Grolife Acquisition.

The following table sets forth information on our six acquisitions made since our combination with Bambinos and acquisition of The Nursery Family.

____________

(1)      Includes purchase price of £679,856, plus the fair value of contingent consideration payable over four years totaling £91,425.

Our revenue increased by 84.6% to £14.4 million for the fiscal year ended June 30, 2025 from £7.8 million for the fiscal year ended June 30, 2024, primarily attributable to the acquisitions we made during these two fiscal years. The acquisitions we have made have materially increased the scale of our business. Nine of the 10 nursery centers we acquired during our fiscal years ended June 30, 2024 and 2025 were acquired during the fiscal year ended June 30, 2024. In the fiscal year ended June 30, 2025, we generated £11.1 million of revenue, or 77.4% of our total revenue in the fiscal year ended June 30, 2025, from nursery centers that were acquired in the fiscal year ended June 30, 2024 as well as one acquired in October 2024.

Our results of operations for the years ended June 30, 2024 and June 30, 2025 were materially impacted by start-up costs, integration costs and impairment of intangible assets and goodwill, as well as legal and professional expenses associated with acquisitions made in those fiscal years. See “Components of Results of Operations — Administration Expenses” below.

The proposed Grolife Acquisition, if consummated, will materially increase the scale of our business. On a pro forma basis for the Grolife Acquisition, we had revenue of £20.2 million in the fiscal year ended June 30, 2025. The Grolife Acquisition is also expected to materially impact our integration costs and impairment of intangible assets.

We are continuing our growth strategy to further expand our business through additional acquisitions and investments in new capabilities, including through the proposed Grolife Acquisition. As a result, it may be difficult to compare certain periods of growth against our prior and future periods.

Central Support Expenditures

We support our nursery centers through a centralized infrastructure, which we regard as one of our competitive strengths. See “Business — Our Competitive Strengths.” Through our Support Team, we provide centralized operational support and resources, including quality assurance and curriculum oversight, human resources and recruitment support, training, safeguarding and compliance monitoring, marketing and occupancy management, finance and payroll functions and operational planning. During each of the years ended June 30, 2024, 2025 and 2026, we incurred significant administrative expenses associated with our central support function, including wages and salaries of management and administrative personnel of approximately £0.5 million, £2.0 million and £2.0 million, respectively, as well as recruitment, advertising and marketing expenses, professional fees and other overhead costs. These expenses negatively affected our financial results during those fiscal years. Administration expenses as a percentage of revenue decreased to 23.9% in the fiscal year ended June 30, 2025 from 45% in the fiscal year ended June 30, 2024, reflecting economies of scale associated with the expansion of our operations across these two years. Excluding intangible asset amortization and impairment, administration expenses as a percentage of revenue decreased to 21.1% in the fiscal year ended June 30, 2025 from 30.7% in the fiscal year ended June 30, 2024. For the fiscal year ended June 30, 2026, administration expenses as a percentage of revenue increased to 30.3%, compared to 23.9% for the fiscal year ended June 30, 2025. The increase was primarily attributable to legal and professional expenses of approximately £1.1 million incurred in connection with our IPO preparation activities, which we do not expect to recur at similar levels following the completion of this offering. Our management believes that continued expansion of our business may enable us to generate further economies of scale within our central support function, which would positively affect our operating results over time.

UK Government Funding of Early Years Education

The UK government places significant importance on supporting the childcare sector. Support for the childcare sector is provided to enable parents to enter and remain in the labor market and includes various initiatives for government funding provided to parents to reduce the cost burden on parents, making quality childcare more accessible.

Going forward, we anticipate continued cost pressures from rising staff wages, energy costs, and compliance requirements. While rates for privately-funded nursery places can generally be adjusted to reflect these increases, the hourly rate paid by the government for government-funded childcare remains below the private rates in most local markets. This structural shortfall limits our margin growth on government-funded hours, meaning operational efficiency will remain key to sustaining profitability.

All Ofsted-registered nursery centers are eligible to deliver government-funded early years entitlements for qualifying children. Government-funded childcare must be with an approved provider, meaning one registered and inspected by Ofsted. Funding is administered by local authorities and is paid directly to providers based on the number of funded hours delivered. Free childcare hours are paid by the relevant local authority directly to the childcare provider, not to parents. On a periodic basis, typically prior to the start of each school term, the provider gives the local authority occupancy and funded-hours estimates for the relevant period. The local authority then pays the provider, and adjustments to the payment amount are made at the end of the period to reflect actual hours delivered. Funding is provided in respect of a particular center, and we do not have general discretion in allocating the funds across our centers. Funding rates are set by local authorities within parameters determined by the UK government and are generally allocated on a per-child, per-hour basis for eligible places. We are required to comply with applicable statutory and regulatory requirements, including registration with and inspection by Ofsted, and ongoing eligibility is subject to meeting prescribed quality and operational standards. We do not enter into long-term contractual arrangements with either the UK national government or local authorities in respect of these entitlements. Funding is received pursuant to statutory schemes administered by local authorities.

The government-funded childcare entitlement in England is typically calculated as 15 or 30 hours per week over 38 weeks (so called “term time”), totaling 570 or 1,140 hours per year. The split between our revenue received from the government and revenue received from parents largely represents the utilization of government funded hours during term time and the purchase by parents of additional hours outside of term time. Because our centers are open 51 weeks

a year, we are able to efficiently utilize the available government funding by offering our families the ability to spread funded hours across 51 weeks. This means families receive approximately 11 or 22 funded hours per week throughout the year, instead of 15 or 30 hours during term time only.

Past and ongoing UK government policies, such as the expansion of funded entitlements from April 2024 through September 2025, are expected to increase demand but also increase the proportion of revenue subject to regulated funding rates. Any future changes to funding levels or pricing rules will therefore have a direct impact on margins, making close monitoring of policy developments essential.

In April 2024, the UK government initiated a historic expansion of free childcare, widely regarded as the largest public investment in UK early years education to date, offering 15 hours per week of funded childcare for eligible working parents of two-year-olds, extended to children from nine months in September 2024. This program was further expanded in September 2025 to provide 30 hours per week of free childcare for children from nine months to school age, significantly increasing demand for nursery places by an estimated 70,000 additional spaces across the UK, according to the Department for Education. We are well-positioned to benefit from the recent expansion of free childcare, which favors scalable operators like us.

Access to free childcare in England is currently structured across the following three categories under the UK government’s expanded childcare program:

•        Free childcare for 3- and 4-year-olds:    All children aged three to four years old are eligible for 570 hours of free childcare per year, typically taken as 15 hours per week over 38 weeks (term-time), though parents can opt for fewer hours over more weeks if offered by providers. This universal entitlement, unchanged since its introduction, supports early years education and is delivered in accordance with the Early Years Foundation Stage (EYFS) framework.

•        Free Childcare for Children of Working Parents:    Children aged nine months to four years are eligible for 1,140 hours of free childcare per year (equivalent to 30 hours per week over 38 weeks) if their parents meet specific eligibility criteria including a minimum number of hours worked per week and a maximum household adjusted net income. This expanded entitlement, fully implemented in September 2025, extends 30 hours of free childcare to all eligible working parents of children from nine months, significantly increasing demand for nursery places.

•        Free childcare for disadvantaged 2-year-olds:    Eligible two-year-olds receive 570 hours of free childcare per year, typically 15 hours per week over 38 weeks, though flexible arrangements are available if offered by providers. Eligibility includes children whose parents receive certain specified government benefits, meet certain health or disability criteria or are under other specified circumstances.

While government funding is based on terms covering a total of 38 weeks per year, because we are open 51 weeks per year we are able to utilize government funding in a flexible and efficient way by spreading the funded hours across the calendar year at most of our centers.

Past and ongoing government policies, such as the recent expansion of funded entitlements, are expected to increase demand for nursery services but also increase the proportion of nursery revenue that is subject to regulated funding rates.

See “Risk Factors — Potential reductions in the level of UK government funding for the early years and specialist education industry could have a material adverse effect on our business.”

Employee Compensation and Benefits

Employee compensation and benefits, which is driven primarily by salary levels and headcount of staff, has been the largest cost we have incurred since our incorporation, representing approximately 75%, 67%, and 72% of our cost of sales and approximately 37%, 45% and 15% of our administration expenses, for the fiscal years ended June 30, 2026, 2025 and 2024, respectively. Employee compensation and benefits costs consist of short-term employee benefits (including wages and salaries and mandatory employer UK National Insurance contributions costs), defined contribution pension costs and share-based payment expense. Employee compensation and benefits that relate to our nursery center employees are recorded under cost of sales, and employee compensation and benefits that relate to our management and administration team, who form our Support Team, are recorded under administration expenses.

Since our incorporation, our staff numbers have grown in line with acquisitions and organic enrolment increases, with a proportionate increase in payroll costs. For the years ended June 30, 2024, 2025 and 2026, respectively, employee compensation and benefits were £5.5 million, £10.1 million and £12.7 million. The 84.0% increase from the fiscal year ended June 30, 2024 to the fiscal year ended June 30, 2025 largely reflects a 42% increase in average headcount, driven by acquisitions. The average number of our total employees (including full-time, part-time and bank staff workers) for the years ended June 30, 2024, 2025 and 2026 was 310, 441 and 508. The increase from the fiscal year ended June 30, 2024 to the fiscal year ended June 30, 2025 reflected the expansion of our business primarily through acquisitions, while the increase in fiscal year ended June 30, 2026 was primarily driven by increased staffing requirements as enrolment and occupancy levels grew across our existing nursery centers. The average number of our employees who were management and administration employees for the years ended June 30, 2024, 2025 and 2026 was 20, 31 and 32. In the fiscal year ended June 30, 2026, our employee compensation and benefits costs were divided approximately 84% and 16% between our nursery centers employees and our management and administration employees, respectively.

The success of our business depends upon our ability to offer competitive services, which is underpinned by having a strong employee base, including educators, who help to provide our competitive services to our growing client base. Salary levels for nursery staff are sensitive to market compensation levels paid by our competitors. Changes in the National Minimum Wage and inflation can also affect our costs and profitability.

Regulation

We operate in a highly regulated jurisdiction and industry. Applicable regulations can have a significant effect on our revenue and profitability. Our business is subject to direct and indirect regulation by Ofsted and local authorities. See “Business — Regulation.”

As a provider of early years education, we adhere to strict regulatory standards set by Ofsted. We are committed to maintaining compliance across all its nursery centers and ensuring that the highest quality of care is delivered consistently. As of the date of this prospectus, 18 of our 24 nursery centers had been inspected under Ofsted’s previous inspection framework and were rated either “Good” or “Outstanding”. Four have been inspected under the new Ofsted framework and have achieved an “Expected Standard” or above across the evaluation areas. Of the remaining two nursery centers, one is awaiting its first inspection since being acquired in 2024, while West Green Day Nursery and Preschool, which was opened by us in September 2026, is awaiting its first inspection. This achievement reflects our ongoing efforts to implement quality improvement initiatives and invest in staff training programs aimed at maintaining and exceeding regulatory expectations. We actively monitor the performance of all of our nursery centers, using internal audits and feedback mechanisms to identify areas for improvement. Our dedication to compliance underscores our commitment to the families we serve and ensures the continued trust of parents and regulatory bodies alike.

To ensure regulatory compliance, we have invested, and expect to continue to invest, in our compliance and legal functions. We are also subject to routine and ad hoc internal and external regulatory inquiries and investigations. Additional regulation, inquiries or changes in rules promulgated by the authorities and regulators that oversee our business may also increase our compliance costs.

Inflation

Hiring and retaining key employees and qualified personnel, including educators, is critical to our business. Labor costs constitute our largest expense. Because we are primarily a service business, inflationary factors that contribute to wage and benefits cost increases result in significant increases in the costs of running our business. For example, over the three years ended December 31, 2025, the United Kingdom experienced a period of high inflation relative to the Bank of England’s 2% target, with headline consumer price inflation reaching 6.8% in 2023 following Covid-19 and energy-related cost shocks, before moderating to approximately 3.3% in 2024 and approximately 3.4% during much of 2025. As a result of these inflationary pressures, our wage costs increased significantly over the period following the commencement of our operations in 2023. We expect to pay employees at rates above the minimum wage, but increases in the statutory minimum wage rates could result in a corresponding increase in the wages and benefits we pay to our employees.

Seasonality

Our business experiences seasonal fluctuations that are inherent in the education sector and are primarily driven by the academic calendar, family behavior patterns and the age-specific progression of children through the UK education system.

Although our nursery centers operate 51 weeks of the year, enrolment patterns vary materially throughout the year and directly influence occupancy, staffing allocations and revenue. Our nursery center operating model, including workforce scheduling, marketing campaigns, and enrolment management practices, is designed to accommodate the timing and magnitude of these variations. The most pronounced seasonal slowdown consistently occurs in August, coinciding with the transition of nursery aged children into their first year of Reception (primary school). This annual “school-entry leaver cycle” results in a concentrated number of children exiting our centers within a relatively short period. As reflected in our historical monthly occupancy data, this transition produces our lowest occupancy point each year. The reduction reflects the natural flow of children aging out of the early-years system rather than fluctuations in demand for our services. Following the August slowdown, occupancy levels typically rebuild from early autumn, supported by new intakes, increased enquiries, and the return of families seeking routine childcare arrangements after the summer holiday period. This trend in recovery of occupancy levels has been observable across our portfolio and is incorporated into our annual operating plans, staffing models, and cash flow forecasting. In addition to the summer slowdown, we typically experience two smaller seasonal slowdowns: one during the December holiday period and another around the Easter holiday break. During these periods, families are more likely to travel, reduce attendance, or utilize informal care from relatives, resulting in temporary declines in occupancy levels. In certain regions, these effects are further amplified by parental preferences relating to government-funded childcare. Many families choose to access government funding only during term times and therefore do not utilize funded sessions during school holidays, which contributes to short-term reductions in occupancy and revenue during these periods.

Leasehold Dilapidation Provision Expense

Repairs and maintenance expense, which forms part of cost of sales, comprises the costs incurred in maintaining our leased properties to the standard required to operate as a childcare setting. Our total repairs and maintenance costs in the fiscal years ended June 30, 2026, 2025 and 2024 were approximately £0.3 million, £1.2 million and £0.3 million, respectively. Included in the total repairs and maintenance costs for the fiscal year ended June 30, 2025 was a charge of approximately £0.9 million, which related to the recognition of a leasehold dilapidation provision which reflects future costs expected to be incurred when our property leases terminate. The £0.9 million leasehold dilapidation charge in the fiscal year ended June 30, 2025 is regarded as a one-time charge, rather than part of our ongoing nursery operating costs. See “— Components of Results of Operations — Administration Expenses” below.

Components of Results of Operations

The following describes certain line items in our consolidated income statement.

Revenue

We derive our revenue from tuition fees paid by parents and fees received from government as subsidies, for services provided at our nurseries. Our revenue is principally determined by the following main factors:

•        the number of nurseries we own;

•        the number of licensed child places within our nurseries and the related capacity of the nurseries;

•        the occupancy levels of our nurseries and schools; and

•        in the case of privately-funded nursery places, the tuition fee prices we charge in the relevant period.

Cost of Sales

Cost of sales includes short-term employee benefits (including wages, salaries and pension payments) attributable to our nursery employees, catering, books and equipment, recruitment, casual labor and certain other costs including cleaning, repairs and maintenance, utilities costs, and the depreciation of right of use assets and property improvements.

Our repairs and maintenance charge in the fiscal year ended June 30, 2025 was abnormally high following the recognition of a one-time lease property dilapidation expense of approximately £0.9 million. Excluding this one-time expense, our routine repairs and maintenance costs were approximately £0.3 million in the fiscal years ended June 30, 2026, 2025 and 2024.

Depreciation of property, plant and equipment includes depreciation of our property leases, which are recorded on our balance sheet as right-of-use assets and as lease liabilities. We depreciate the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. We also assess the right-of-use asset for impairment when such indicators exist.

Administration Expenses

Administration expenses include short-term employee benefits (including wages, salaries and pension payments) attributable to our management and administration employees, depreciation of fixtures and fittings and office equipment, amortization of intangible assets, impairment of intangible assets, impairment of goodwill, consultancy, advertising and marketing, IT and telecommunications costs, legal and professional, insurance and other expenses. We also anticipate that we will incur additional costs, including related to legal, accounting, insurance and investor relations in connection with our operations as a public company.

In the fiscal year ended June 30, 2024 we had an impairment of intangible assets of £0.4 million due to the write-off of the brands of acquired nurseries, and we had an impairment of goodwill of £0.5 million based on our assessment of the recoverable amount of our Cromwell Road and Portslade Day Nurseries (formerly Footsteps Day Nurseries). There were no impairment losses in the fiscal years ended June 30, 2026 or 2025.

Other Operating Income

Other operating income relates mainly to education and skills grant, rental income and local authority training grants.

Finance Income/Expense

Finance income consists of bank interest received and change in fair value of equity investments. Finance expense consists of interest payable on our property leases, related party loans and other borrowings. Our property leases are recorded on our balance sheet as right-of-use assets and lease liabilities, for which there is an imputed finance cost recorded in our consolidated statement of profit or loss. The imputed finance cost is the estimated rate that we would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value.

Tax Expense

Tax expense represents the sum of the tax currently payable and deferred tax.

Results of Operations

Comparison of Fiscal Years ended June 30, 2026 and 2025

The following table sets forth our results of operations for the fiscal years ended June 30, 2026 and 2025. We have derived this data from our consolidated financial statements included elsewhere in this prospectus. This information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus.

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(1)      Translated solely for convenience into dollars at the rate of £1.00 = $1.3259

Revenue

Revenue increased by 24.3% to £17.9 million for the fiscal year ended June 30, 2026 from £14.4 million for the fiscal year ended June 30, 2025. The increase in revenue between the two fiscal years was primarily attributable to the expansion of government-funded childcare hours in September 2024 and September 2025. In particular, as a result of such funding expansion, the number of children enrolled in the under-age-2 cohort increased and the fee levels increased for the under-age-2 and age-2 cohorts. Other factors contributing to the increase in revenues between the two fiscal years were an increase in the volume of sessions booked between the two fiscal years and an increase in the level of our nursery center fees in April 2025. In addition, the results of Rocking Horse Nursery, which was acquired by us in October 2024, were included in the full fiscal year results in the fiscal year ended June 30, 2026, whereas they were only included in a partial period of the fiscal year ended June 30, 2025.

Cost of Sales

Cost of sales increased by 11.8% to £14.2 million for fiscal year ended June 30, 2026 from £12.7 million for the fiscal year ended June 30, 2025. The increase was primarily attributable to an increase in wages and pensions costs related to our nursery center employees to £10.7 million from £8.6 million, an increase of approximately 24.4%. Part of the increase in cost of sales is attributable to Rocking Horse Nursery as all of its costs are included in our results for the fiscal year ended June 30, 2026 while its costs are only included in part of the fiscal year ended June 30, 2025. Our number of nursery center employees (including full-time, part-time and bank staff workers) increased from 456 as of June 30, 2025 to 519 as of June 30, 2026. This increase in number of employees was partly attributable to an increase in the number of our own bank staff workers between the two fiscal years, which was done in order to optimize our ability to handle

short-term fluctuations in required daily staffing levels and to decrease the use of agency workers. These cost increases were partly offset by a decrease in repairs and maintenance costs of approximately £0.91 million and an impairment loss of £0.9 million in the fiscal year ended June 30, 2025 which did not recur in the fiscal year ended June 30, 2026.

Gross Profit

Gross profit increased by 126.9% to £3.7 million for the fiscal year ended June 30, 2026 from £1.6 million for the fiscal year ended June 30, 2025, primarily reflecting the impact of the nursery center fee level increase in April 2025. Cost of sales increased at a lower rate than revenues during the fiscal year, primarily because revenue growth benefited from increased nursery center fee levels, while a significant portion of our cost of sales consisted of employee-related costs that did not increase at the same rate as well as the non-recurrence of the dilapidation provision costs recognized in the fiscal year ended June 30, 2025.

Gross Margin

Gross margin increased to 20.8% for the fiscal year ended June 30, 2026 from 11.4% for the fiscal year ended June 30, 2025. Gross profit growth was driven by revenue increasing faster than adjusted cost of sales. In 2025, revenue increased by £6.6 million while cost of sales increased by £5.8 million, producing £0.8 million additional gross profit and a modest margin increase from 11.1% to 11.4%. In 2026, revenue increased by £3.6 million versus a £1.5 million increase in cost of sales, adding £2.1 million of gross profit and increasing the gross margin to 20.8%. The 2026 improvement reflects operating leverage from higher revenue, as explained above, partly offset by £2.2 million higher employee and pension costs, with a further benefit from the £0.9 million reduction in reported repairs and maintenance, which was largely driven the recognition of the dilapidation provision expense.

Administration Expenses

Administration expenses increased by 58.2% to £5.4 million for the fiscal year ended June 30, 2026 from £3.4 million for the fiscal year ended June 30, 2025. The increase reflected higher accounting and audit costs, legal and professional costs, administration payroll and pensions costs, and IT and telecommunications costs, partly offset by lower consultancy costs. The average number of management and administration employees increased from 31 for the fiscal year ended June 30, 2025 to 32 for the fiscal year ended June 30, 2026, while the average number of total employees increased from 441 to 508 between the two fiscal years.

Administration expenses decreased by £0.1 million or 2.9% to £3.4 million for the fiscal year ended June 30, 2025 from £3.5 million for the fiscal year ended June 30, 2024. The decrease was due to decreases in legal and professional costs, accounting and audit costs, and senior management recruitment costs. In addition, there was impairment of goodwill and intangible assets in the fiscal year ended June 30, 2024 and no such impairment in the fiscal year ended June 30, 2025. The foregoing decreases were offset in part by increases in pensions, consultancy, other costs and depreciation and amortization.

Operating Loss

Operating loss increased by 3.8% to £1.87 million for the fiscal year ended June 30, 2026 from £1.80 million for the fiscal year ended June 30, 2025, due to the factors discussed above.

Finance Costs

Finance costs increased to £0.6 million for the fiscal year ended June 30, 2026 from £0.5 million for the fiscal year ended June 30, 2025, primarily due to the impact of our sale-and-leaseback transaction conducted in May 2025, which resulted in an increase in interest expense from leasing arrangements.

Loss for the Year and Total Comprehensive Expense

Loss for the year and total comprehensive expense increased by 5.2% to £1.9 million for the fiscal year ended June 30, 2026 from £1.8 million for the fiscal year ended June 30, 2025, due to factors described above.

Comparison of Fiscal Years Ended June 30, 2025 and 2024

The following table sets forth the results of operations for the fiscal years ended June 30, 2025 and 2024. We have derived this data from our consolidated financial statements included elsewhere in this prospectus. This information should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus.

Revenue

Revenue increased by 84.6% to £14.4 million for the fiscal year ended June 30, 2025 from £7.8 million for the fiscal year ended June 30, 2024, primarily reflecting the growth in our business due to acquisitions during the two fiscal-year-period. In the fiscal year ended June 30, 2025, we generated £11.1 million of revenue, or 77.4% of our total revenue in the fiscal year ended June 30, 2025, from nursery centers that were acquired in the fiscal year ended June 30, 2024, as well as one acquired in October 2024. To a lesser extent, the increase in revenue between the two years was attributable to increases in the levels of our nursery center fees in each of April 2024 and April 2025.

Cost of Sales

Cost of sales increased by 84% to £12.7 million for the fiscal year ended June 30, 2025 from £6.9 million for the fiscal year ended June 30, 2024, principally due to the increase in the scale of our operations between the two years. Wages and pensions costs related to our nursery center employees increased from £5.0 million to £8.6 million, an increase of approximately 72%. Our number of nursery center employees (including full-time, part-time and bank staff workers) increased from 381 as of June 30, 2024 to 456 as of June 30, 2025. There were also increases in books and equipment costs, casual labor costs and recruitment costs. Catering costs were largely constant at £0.4 million in each year. Also contributing to the increase in cost of sales was the recognition of approximately £0.9 million of repair costs in respect of leasehold dilapidation provisions at our nursery centers and an impairment loss recognized on the freehold property at Frogmore as part of the sale and leaseback transaction in each case in the fiscal year ended June 30, 2025.

Gross Profit

Gross profit increased by 88.9% to £1.6 million for the fiscal year ended June 30, 2025 from £0.8 million for the fiscal year ended June 30, 2024, primarily reflecting the increase in the scale of our operations between the two years due to acquisitions.

Gross Margin

Gross margin increased to 11.4% for the fiscal year ended June 30, 2025 from 11.1% for the fiscal year ended June 30, 2024. This increase was primarily driven by enhanced cost efficiency within cost of sales, particularly staff costs, reflecting improved workforce deployment, post-acquisition operational normalization and greater scale benefits across the enlarged nursery portfolio offset by the leasehold dilapidations expense and the property impairment loss discussed above.

Administration Expenses

Administration expenses decreased to £3.4 million for the fiscal year ended June 30, 2025 from £3.5 million for the fiscal year ended June 30, 2024. Administration expenses as a percentage of revenue decreased to 23.9% in the fiscal year ended June 30, 2025 from 45.3% in the fiscal year ended June 30, 2024, reflecting economies of scale generated by the expansion of our operations between the two years. Excluding intangible asset amortization, administration expenses as a percentage of revenue decreased to 21.1% in the fiscal year ended June 30, 2025 from 41.9% in the fiscal year ended June 30, 2024.

Administration expenses decreased by £0.1 million or 2.9% for the fiscal year ended June 30, 2025. Higher administration payroll and pensions of approximately £1.0 million, consultancy of £0.3 million, other costs of £0.2 million and depreciation/amortization of £0.3 million were more than offset by lower legal and professional costs of approximately £0.7 million, accounting and audit costs of £0.3 million, the removal of the impairment of goodwill and intangible assets of £0.9 million, and £0.1 million lower senior-management recruitment costs. The average number of our management and administration employees increased from 24 for the fiscal year ended June 30, 2024 to 31 for the fiscal year ended June 30, 2025. Other factors contributing to the increase in administration expenses between the two years included increases in depreciation of property, plant and equipment and amortization of intangible assets.

Operating Loss

Operating loss decreased by 32% to £1.8 million for the fiscal year ended June 30, 2025 from £2.6 million for the fiscal year ended June 30, 2024, due to the factors discussed above.

Finance Costs

Finance costs increased to £0.5 million for the fiscal year ended June 30, 2025 from £0.1 million for the fiscal year ended June 30, 2024, primarily due to the full-year effect of the businesses acquired in the fiscal year ended June 30, 2024. The interest expense from leasing arrangements increased from £0.1 million for the fiscal year ended June 30, 2024 to £0.5 million for the fiscal year ended June 30, 2025. In addition, interest on loans from related parties and other parties and the bridging loan that was drawn down and repaid during the fiscal year ended June 30, 2025 resulted in an increase in finance cost of £0.17 million compared to the prior year.

Tax Credit

Tax credit increased to £0.5 million for the fiscal year ended June 30, 2025 from £0.3 million for the fiscal year ended June 30, 2024, due to the full year effect of the origination and reversal of temporary differences (deferred tax) that is recognized on the recognition of the right-of-use assets, lease liabilities, separable intangible assets at the acquisition of a business. Included in the tax credit for the fiscal year ended June 30, 2025 is £0.1 million related to a fair value adjustment to the land and building acquired in a business combination in December 2023, as a result of the sale and lease-back transaction being reversed in the fiscal year ended June 30, 2025.

Loss for the Year and Total Comprehensive Expense

Loss for the year and total comprehensive expense decreased by 28% to £1.8 million for the fiscal year ended June 30, 2025 from £2.5 million for the fiscal year ended June 30, 2024, due to factors described above.

Non-IFRS Financial Measures

In addition to our results determined in accordance with IFRS Accounting Standards, we believe the following non-IFRS measures provide useful information both to management and investors in measuring our financial performance for the reasons outlined below. These measures may not be comparable to similarly titled measures presented by other companies, and they should not be construed as an alternative to other financial measures determined in accordance with IFRS Accounting Standards.

EBITDA is defined as net income (loss) adjusted for net interest expense, income tax expense (benefit) and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for net sale-and-leaseback remediation costs (representing sale-and-leaseback remediation costs identified through purchaser due diligence and contractual closing arrangements, net of the related gain recognized in profit or loss from the same sale-and-leaseback transaction), impairment losses on both tangible and intangible fixed assets, and employee share-based payment expenses, as these net expenses are non-cash in nature and we believe may not be indicative of our core operating results and business outlook. Adjusted EBITDA for the fiscal year ended June 30, 2026 also includes an adjustment for the legal and professional costs incurred in relation to preparation for our IPO. While we have acknowledged that recurring costs of this nature will increase once we are a listed company, the magnitude of the costs incurred in the fiscal year ended June 30, 2026 does not permit a meaningful comparison of our results between periods. No such costs were incurred in the fiscal years ended June 30, 2025 and 2024.

Adjusted EBITDA is the measure used by our board of directors to assess the financial performance of our business in relation to our trading performance. The most directly comparable IFRS Accounting Standards measure is profit after tax. We believe Adjusted EBITDA is a useful measure as it allows management to monitor our ongoing core operations and provides useful information to investors and analysts regarding the net results of the business. The core operations represent the primary trading operations of the business. Our actual results can be significantly affected by events that are unrelated to our ongoing operations due to a number of factors, including certain factors set forth under “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere in this prospectus. These events include, among other things, acquisitions and impairment of goodwill.

We believe that Adjusted EBITDA provides useful information to both management and investors by excluding certain items that management believes are not indicative of our ongoing operations. Our management uses Adjusted EBITDA to evaluate our business strategies and to facilitate operating performance comparisons from period to period. We believe that Adjusted EBITDA provides useful information to investors because it improves the comparability of our financial results between periods and provides for greater transparency of key measures used to evaluate our performance. In addition, we believe Adjusted EBITDA is a measure commonly used by investors to evaluate companies in the early years education industry. However, Adjusted EBITDA is not a presentation made in accordance with IFRS Accounting Standards, and our use of the term Adjusted EBITDA may vary from others in our industry. Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present related performance measures when reporting their results.

Adjusted EBITDA is used by different companies for differing purposes and are often calculated in different ways that reflect the circumstances of those companies. In addition, certain judgments and estimates are inherent in our process to calculate such non-IFRS measures. You should exercise caution in comparing Adjusted EBITDA as reported by us to Adjusted EBITDA as reported by other companies.

Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under IFRS. Some of these limitations are:

•        it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on indebtedness;

•        it does not reflect income tax expense or the cash requirements for income tax liabilities;

•        although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements;

•        while employee equity-settled share-based payment expenses are not a cash expense, we may have had to provide higher cash compensation to employees if we had not been able to offer share incentives;

•        it does not reflect our cash used for capital expenditures or contractual commitments;

•        it does not reflect changes in or cash requirements for working capital; and

•        other companies, including other companies in our industry, may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

The following table reconciles Adjusted EBITDA from the most directly comparable IFRS Accounting Standards measure, which is loss for the year.

Liquidity and Capital Resources

Since our inception, we have incurred operating losses and negative cash flows. We have funded our operations to date primarily with the proceeds from the issuance of ordinary shares, shareholder loans and a sale-and-leaseback transaction in relation to certain of our properties.

The terms currently contemplated for the Grolife Acquisition provide for aggregate cash consideration of approximately £10.2 million, subject to customary adjustments. Based on the parties’ current discussions, approximately £6.2 million of the consideration is expected to be payable upon completion of the Grolife Acquisition, with the balance payable on a deferred basis following completion. We had previously contemplated financing the consideration payable upon completion through a debt facility, but the proposed financing arrangements did not proceed following discussions with the prospective lenders. Accordingly, we intend to use approximately £6.2 million of the net proceeds from this offering to fund the consideration payable upon completion of the Grolife Acquisition. We currently expect to fund the deferred consideration payments through a combination of cash generated from operations, available cash resources following this offering and future debt or equity financing. We do not currently have committed financing arrangements in place for the deferred consideration payments. The final payment terms remain subject to negotiation and execution of definitive acquisition documentation. If our operating cash flows and available cash resources are insufficient to satisfy these obligations when due, we will need to obtain additional financing. There can be no assurance that such financing will be available when required or on acceptable terms.

The term sheet for our proposed acquisition of Bright Eyes provides for an aggregate purchase price of approximately £1.8 million, subject to customary adjustments. We intend to use a portion of the net proceeds from this offering to fund the acquisition.

As of June 30, 2026, we had total indebtedness of £6.0 million, including £5.3 million of lease liabilities, £0.4 million of loans due to other related parties and the remainder consisting of other loans. As of June 30, 2026 and 2025, we had cash and cash equivalents of £0.9 million and £1.8 million, respectively.

Except as described above, we have no ongoing material financing commitments, such as lines of credit or guarantees, that are expected to affect our liquidity over the next five years, other than lease liabilities.

Loans from Jiayi International

Between November 2023 and March 2025, we received an aggregate principal amount of approximately £1.5 million in cash loans from Jiayi International, which loans were interest free and repayable on demand. We also assumed responsibility for settling a loan initially advanced by Jiayi International to The Nursery Family before we acquired The Nursery Family, making the aggregate principal amount we owed to Jiayi International approximately £2.5 million. The loan to The Nursery Family was used by it to acquire its wholly owned subsidiary, Footsteps Childcare Limited, in June 2023. We repaid approximately £0.9 million of these loans in December 2023, approximately £0.3 million in cash and approximately £0.6 million by way of capitalization in an equity issuance. In November 2024, we repaid approximately £0.5 million of such loans in cash. As of June 30, 2025, the outstanding balance on these loans was approximately £1.0 million. On December 18, 2025, Jiayi International forgave £0.45 million in principal amount of our debt to it, which forgiveness was treated as a capital contribution to our company, not involving the issue of new shares or other equity interests. On January 22, 2026, we issued 8,242 Class A ordinary shares at a subscription price of £64.55 per share to Jiayi International and SW Home Investment Ltd and 3,532 Class A ordinary shares at a subscription price of £63.13 per share to Homaster Co., Ltd in a private placement for aggregate consideration of £0.76 million. Of this amount, £0.28 million of the subscription price payable was applied toward settlement of a loan we owed to Jiayi International, as a result of which our shareholder loans from Jiayi International have now been fully repaid.

Other Loans

Between September 2023 and March 2025, we received an aggregate of £630,000 in loans from our shareholder Dongyu (Patrick) Lou or entities controlled by him. The loans are interest-free and repayable on demand. We repaid an aggregate of £522,000 of these loans in December 2024 (£230,000), July 2025 (£100,000), October 2025 (£90,000), March 2026 (£12,000), May 2026 (£30,000) and September 2026 (£60,000). As of September 30, 2026, the outstanding balance of these loans was £108,000.

Between September 2023 and March 2025, we received an aggregate of approximately £619,000 in loans from our shareholder Yang Meng or entities controlled by or otherwise related to him. We also assumed, with our acquisition of The Nursery Family, an obligation to repay a £234,000 loan advanced to it by Mr. Meng or entities controlled by him prior to the acquisition. The loans are interest-free and repayable on demand. We repaid an aggregate of £275,000 of these loans in December 2024 (£120,000), July 2025 (£65,000), October 2025 (£60,000), and September 2026 (£30,000). On December 23, 2025, Mr. Meng unconditionally forgave part of our indebtedness to him in an aggregate amount of £550,000, which forgiveness was treated as a capital contribution to our company, not involving the issue of new shares or other equity interests, and was credited to accumulated losses in equity. As of September 30, 2026, the outstanding balance of loans from Mr. Meng and related entities to us was approximately £28,000.

In June 2024, we received a £100,000 loan from an immediate family member of Chenyan Xu, our CEO. Interest is payable at a rate of 1% per month. As of September 30, 2026, the outstanding balance of this loan was approximately £127,000.

In October 2024 and February 2025, we received loans of £185,000 and £20,000, respectively, from an immediate family member of Xiaobing Wang, the Chair of our board. The loans were interest free and were repaid by us in December 2024 (£110,000), January 2025 (£75,000) and August 2025 (£20,000).

Equity Issuances

On December 20, 2023, we completed a £2.0 million equity private placement, consisting of £1.45 million in cash proceeds and the capitalization of £0.55 million of outstanding indebtedness through the issuance of equity.

On January 22, 2026, we issued 8,242 Class A ordinary shares at a subscription price of £64.55 per share to Jiayi International and SW Home Investment Ltd and 3,532 Class A ordinary shares at a subscription price of £63.13 per share to Homaster Co., Ltd in a private placement for aggregate consideration of £0.76 million. Of this amount, £0.28 million of the subscription price payable was applied toward settlement of a loan we owed to Jiayi International.

Bridging Loan

In November 2024, we received a £1.1 million bridging loan from Charles Street Finance (the “Bridging Loan”), repayable in 12 months, with an effective interest rate of 22.9%, after allowing for transaction costs, to support our working capital position following our acquisition of Rocking Horse Nursery in October 2024. We repaid the Bridging Loan in May 2025.

Sale-and-Leaseback Transaction

On May 27, 2025, we completed a sale-and-leaseback transaction in respect of all six Bambinos properties (representing five nursery centers), which were at the time all of the properties owned by us, for gross proceeds of £3.1 million. A portion of the proceeds was used to repay the Bridging Loan. £0.3 million of the proceeds was held in escrow, to be released to us once specified repairs are completed at the properties, and in March 2026, £155,000 of this escrowed amount was released to us. The remaining approximately £1.6 million of the gross proceeds were used by us to repay shareholder and related party loans and to strengthen our liquidity position. Our property leases are recorded on our balance sheet as right-of-use assets and lease liabilities, for which there is an imputed finance cost recorded on our consolidated statement of profit or loss. See “— Critical Accounting Estimates — Sale-and-Leaseback Transaction.”

Cash Flows

The following table summarizes our key cash flows for the years presented:

Net Cash From/(Used In) Operating Activities

Net cash used in operating activities was £0.2 million for the fiscal year ended June 30, 2025 as compared to net cash generated from operating activities of £0.5 million for the fiscal year ended June 30, 2024. The change was primarily due to substantially higher levels of interest paid in the fiscal year ended June 30, 2025, reflecting the full year effect of the acquisitions made in the fiscal year ended June 30, 2024, the imputed interest element of the property leases and the settlement in the fiscal year ended June 30, 2025 of prior year income tax liabilities.

Net cash generated from operating activities was £0.02 million for the fiscal year ended June 30, 2026 as compared to net cash used in operating activities of £0.2 million for the fiscal year ended June 30, 2025. The change was mainly due to the movements in working capital and the taxes paid between the two fiscal years.

Net Cash From/(Used In) Investing Activities

Net cash generated from investing activities was £1.8 million for the fiscal year ended June 30, 2025 as compared to net cash used in investing activities of £3.4 million for the fiscal year ended June 30, 2024. The cash used in investing activities in the fiscal year ended June 30, 2024 largely reflects cash spent on acquisitions. The £1.8 million of cash generated from investing activities for the fiscal year ended June 30, 2025 reflects cash generated from the sale-and-leaseback transaction that was completed in that year.

Net cash used in investing activities was £0.17 million for the fiscal year ended June 30, 2026 as compared to net cash generated from investing activities of £1.8 million for the fiscal year ended June 30, 2025. The decrease was mainly due to our purchase of Rocking Horse Nursery in the fiscal year ended June 30, 2025, whereas we made no acquisitions with cash in the fiscal year ended June 30, 2026. In addition, the net cash flow from investment activities included an inflow from the sale and leaseback receipt of £2.8 million in the fiscal year ended June 30, 2025.

Net Cash From/(Used In) Financing Activities

Net cash used in financing activities was £0.9 million for the fiscal year ended June 30, 2025 as compared to net cash generated from financing activities of £3.4 million for the fiscal year ended June 30, 2024. The change was due primarily to the receipt in the fiscal year ended June 30, 2024 of loans from related parties of £2.5 million, the issuance of shares raising cash proceeds of £1.5 million and loans received from other parties of £0.4 million, which cash inflows were offset in part by the repayment of loans totaling £0.4 million, the principal element of lease liabilities of £0.1 million and the payment of a £0.5 million dividend by our Bambinos subsidiary to its former parent company, Jiayi International, in the fiscal year ended June 30, 2024. See “Certain Relationships and Related Party Transactions — Transactions and Relationships with Jiayi International.” In the fiscal year ended June 30, 2025, we had a net repayment of loans of £0.5 million, which included the drawdown and repayment of the Bridging Loan and an increase of £0.2 million in the principal amount of lease liabilities repaid.

Net cash used in financing activities decreased to £0.7 million for the fiscal year ended June 30, 2026 from £0.9 million for the fiscal year ended June 30, 2025. The decrease was primarily attributable to the receipt of proceeds from our private placement of ordinary shares in the fiscal year ended June 30, 2026, partially offset by repayments of shareholder loans and other borrowings during that fiscal year. Financing cash flows for the fiscal year ended June 30, 2025 also reflected the receipt and repayment of the Bridging Loan during that year.

Operating and Capital Expenditure Requirements

We have not achieved profitability on a quarterly, semi-annual or annual basis since our inception. If the proposed Grolife Acquisition is not consummated, we anticipate that we will continue to incur losses in the near future. We expect that our operating expenses will increase as we continue to invest to grow our business, hire additional employees and incur other administration expenses, and that we will generate economies of scale as our business grows. We also require cash to execute our growth strategy.

Our funding strategy for supporting our future expansion is to target a balanced combination of equity and debt financing, with the aim of sustaining growth while protecting shareholder value, including our IPO. On the debt side, and given the current downward trend in UK interest rates, we expect to make greater use of facilities such as commercial mortgages and expansion loans to support acquisitions and scale-up opportunities. We have initiated in depth conversations with several lenders and finance advisers in the UK to build fluid debt funding channels to support our expansion. We will pursue this strategy under the precondition of maintaining a healthy debt ratio, with a target leverage ratio consistently below the industry average of publicly comparable companies, ensuring resilience, prudent financial management, and a strong balance sheet. We are conducting this IPO to provide stable funding and to support our ongoing growth. Our future capital requirements will depend on many factors, including any future acquisitions.

A portion of the net proceeds from this offering is expected to be used to fund the proposed Grolife Acquisition. See “Use of Proceeds.” Following completion of the Grolife Acquisition, our future liquidity requirements will include the deferred consideration payable in connection with that acquisition as described above. We currently expect to fund the deferred consideration payments through a combination of cash generated from operations, available cash resources following this offering and future debt or equity financing.

Our future funding requirements will depend on many factors, including but not limited to the timing and cost of acquisitions and the costs of hiring additional skilled employees to support our continued growth and the related costs of leasing additional premises. Additionally, as a public company, we will incur significant audit, legal and other expenses that we did not incur as a private company.

Based on our current operating plan, we believe that our existing cash and cash equivalents, together with the net proceeds from this offering and cash expected to be generated from operations, will be sufficient to meet our anticipated cash requirements for at least the next 12 months from June 30, 2026. These requirements include our anticipated operating expenses, capital expenditures and the consideration expected to be payable in connection with the Grolife Acquisition during this period. Our longer-term liquidity requirements will depend on a number of factors, including our operating performance, the timing and amount of deferred consideration payable in connection with

the Grolife Acquisition, our acquisition and growth plans and our ability to obtain additional financing. We currently expect to fund our longer-term requirements through a combination of cash generated from operations, available cash resources and, as appropriate, additional debt or equity financing. We do not currently have committed financing arrangements in place for the deferred consideration payable in connection with the Grolife Acquisition or these longer-term requirements, and there can be no assurance that additional financing will be available when required or on acceptable terms.

Contractual Obligations and Commitments

The following table summarizes our material contractual commitments and obligations as of June 30, 2026.

____________

(1)      Lease obligations relate to rental of premises for our nursery centers. We lease our facilities under non-cancellable leases.

(2)      Borrowings include shareholder loans, loans from related parties and other borrowings outstanding as of June 30, 2026.

Off-Balance Sheet Arrangements

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

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with IFRS, which requires us to make judgments, estimates and assumptions that affect the amounts reported in those financial statements and accompanying notes. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. These estimates and underlying assumptions are reviewed on an ongoing basis. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

Some of our accounting policies require higher degrees of judgment than others in their application. We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. See note 4 to our consolidated financial statements appearing elsewhere in this prospectus for a description of our other significant accounting policies.

Impairment of Intangible Assets and Goodwill

Determining whether intangible assets and goodwill are impaired requires an estimate of the value in use of the cash-generating units to which goodwill has been allocated. The value-in-use calculation requires our management to estimate the future cash flows expected from the relevant cash generating unit and apply a suitable discount rate to calculate the present value. We have considered this impact on the assumptions used and have conducted sensitivity analysis on the impairment test of the relevant cash generating unit’s carrying value.

Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by us, liabilities incurred by us to the former owners of the acquiree and the equity interests issued by us in exchange for control of the acquiree, which includes the fair value of any asset or liability that arises from a contingent consideration arrangement. Acquisition-related costs are recognized in profit or loss as incurred. At the

acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their acquisition-date fair value, except for deferred tax assets or liabilities which are recognized and measured in accordance with IAS 12 Income Taxes.

When the consideration transferred by us in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition date fair value, and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill.

Measurement period adjustments are adjustments that arise from additional information obtained during the “measurement period” (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9 Financial Instruments with the corresponding gain or loss being recognized in profit or loss.

Sale-and-Leaseback Transaction

In May 2025, we sold six freehold properties (in respect of five nursery centers) to a third party and immediately entered into 25-year lease agreements for their continued use as nursery settings. Judgement was needed to determine whether the initial transfer of the property qualified as a sale, applying the conditions for a sale transaction set out in IFRS 15. Our management concluded that, even though we have the right of first refusal to purchase the properties from the lessor at open-market value, should the lessor decide to sell them, this was not a repurchase option that would have prevented the transfer from being treated as a sale. Judgement was also required to determine whether the consideration received represented fair value for the properties, and our management concluded that it did not. Included in the purchase price of the properties was an amount of £310,000 held in escrow, to be returned to the lessor if specified repairs are not completed within 12 months of the sale-and-leaseback contract. In May 2026 it was agreed to extend this period to 18 months. Accordingly, the proceeds used to calculate the profit on disposal were reduced by this escrow amount. In March 2026, £155,000 of this escrowed amount was released to us. The amounts released are treated as a financial liability and accounted for in accordance with IFRS 9 when the proceeds are received upon completion of the repair work. See “— Liquidity and Capital Resources — Sale-and-Leaseback Transaction.”

Quantitative and Qualitative Disclosures of Market Risks

Our financial instruments comprise cash and cash equivalents, and items such as trade payables and trade and other receivables which arise directly from our operations. The primary purpose of these financial instruments is to provide finance for our operations. Our operations expose us to a variety of financial risks, including market, credit, and liquidity risks.

Market and Credit Risk

Our credit risk is primarily attributable to our trade receivables. We have implemented policies requiring appropriate credit checks of potential customers before their children can attend our nurseries. The amount of exposure to any individual counterparty is subject to a limit, which is reassessed annually by our board of directors. Trade receivables are considered in default and subject to additional credit control procedures when they are more than 30 days past due. Trade receivables are only written off when there is no reasonable expectation of recovery due to the insolvency of the debtor. The carrying amount of financial assets represents the maximum credit exposure.

Interest Rate Risk

We have both interest-bearing assets and interest-bearing liabilities. Interest-bearing assets comprise cash and cash equivalents that earn interest at variable rates. Interest-bearing liabilities include Covid Bounce Back loans totaling £4,000 as of June 30, 2026, which incur interest at a fixed rate. We also have fixed-rate loans from a related

BUSINESS

Overview

We are an owner, operator and manager of nursery centers in the United Kingdom, operating under nine brands. Our company is headquartered in London, England, established in 2023 through the merger of two well-known nursery groups, Bambinos and The Nursery Family. Since our incorporation and our combination with Bambinos and acquisition of The Nursery Family, we have completed six acquisitions (comprising a total of 10 nursery centers) in the United Kingdom. We have a track record of making acquisitions that we carefully and efficiently integrate into our infrastructure, supplemented by organic growth.

We provide high-quality care and education to children from three months to five years of age. We currently operate 24 nursery centers with a combined total capacity of 1,280 children at one time. Each of our nursery centers holds its own Ofsted registration and delivers services in accordance with our operational, safeguarding, and quality standards.

We also own a minority equity interest in DPS Education Limited, which operates a SEND school in Lincolnshire, England.

We are positioned as a mid-sized provider within the UK education sector, between large corporate chains and small independent providers. We combine the strengths of a national provider, including shared centralized support services covering quality assurance and curriculum oversight, HR and recruitment support, safeguarding and compliance monitoring, marketing and occupancy management, finance and payroll, and operational planning, with the personal, community-focused culture of a small independent nursery. This hybrid model allows us to deliver high professional standards and scalability, without compromising the local authenticity and family-level trust that underpin parent choices for early years education.

Our leadership approach is hands-on and present, enabling us to maintain a consistent quality culture while respecting the individual character of each nursery center. We maintain strong respect for the individual identity, history, and best practices of each center, recognizing that community identity and trust are critical in the UK early years education market. Our motto, “Because We Care,” reflects both our commitment to care and our broader belief in creating nurturing environments for children to grow.

While our core business currently focuses on early childhood education, as part of our growth strategy we intend to expand into areas such as specialist education and online tutoring for young people. We seek to foster the holistic development of children by providing a diverse range of high-quality educational services, and our vision is to create a leading integrated education group and recognized education brand.

Our company is incorporated under the laws of England and Wales. We operate through eight subsidiaries, seven of which are wholly-owned and one of which is 80% owned. We have also recently established a 95%-owned subsidiary in Australia which has no operations as of the date of this prospectus.

Our History

Our company was incorporated on May 9, 2023. On September 29, 2023, we acquired Bambinos by way of a share-for-share exchange, and on that date we commenced trading. On September 30, 2023, we acquired The Nursery Family from Asa Education.

Bambinos was founded in Plymouth in 1994, opening its first nursery (Ofsted registered on March 3, 1995). The Bambinos group added three nursery centers between 2005 and 2007. The Nursery Family traces its origins back to 1987, when it operated under the name Headstart. In 2002, its name was changed to A Step Ahead Ltd., and between 2006 and 2015 it grew into a group of six centers. In 2018, Jiayi International acquired Bambinos. In 2020, A Step Ahead Ltd was acquired by Asa Education, which was at the time beneficially owned by Yang Meng and Dongyu (Patrick) Lou, which led a rebrand of the company to The Nursery Family and a capital investment program. The Nursery Family grew to nine nursery centers before being acquired by our company in 2023.

Since our company’s incorporation and acquisition of Bambinos and The Nursery Family, we have achieved rapid growth both through strategic acquisitions and organically. The following are our key historical milestones:

•        In November 2023, we acquired MKM Childcare Limited (Little Explorers Day Nurseries), a group of three nursery centers based in Burgess Hill and Crawley, West Sussex.

•        On December 20, 2023, we completed a £2.0 million equity private placement, consisting of £1.45 million in cash proceeds and the capitalization of £0.55 million of outstanding indebtedness through the issuance of equity. This transaction supported the acceleration of our general growth.

•        In December 2023, we acquired Frogmore Montessori Nursery, our first Montessori nursery, based in Plymouth, Devon, bringing our total number of nursery centers across Southeast and Southwest England to 17 by the end of 2023.

•        In January 2024, we acquired a minority ownership interest in DPS Education Limited (“DPS”), a specialist educational needs and disabilities (SEND) group, supporting the launch of its first school in September 2024.

•        In February 2024, we acquired Muddy Boots Day Nurseries, a group of three nursery centers based in Exeter, Devon.

•        In April 2024, we acquired Stepping Stones Day Nursery and Pre-School, located in Okehampton, Devon.

•        In May 2024, we acquired Home from Home Day Nursery, located in Hove, East Sussex. In September 2024, we renamed this center Home by the Sea Day Nursery and Pre-School.

•        In October 2024, we acquired Rocking Horse Nursery, located in Godalming, Surrey.

•        In November 2025, we established an 80%-owned joint venture Belong Education Ltd., to serve as an investment platform for our expansion into the provision of special educational needs and disabilities (SEND) schools. Belong Education is 20% owned by Xuhui Ren, who serves as its CEO. As from April 14, 2026, Belong Education is accounted for as our subsidiary.

•        On December 19, 2025, we signed a term sheet for the proposed acquisition of Bright Eyes Childcare Ltd., a nursery group with three centers in Cornwall, England.

•        On January 17, 2026, our 80%-owned subsidiary Belong Education signed a term sheet for the proposed acquisition by Belong Education of Grolife, a holding company owning a group of eight specialist education schools in the United Kingdom operating under the EdStart Schools brand, together with its subsidiaries. The EdStart Schools group was founded in Manchester, England, in 2010.

•        On January 22, 2026, we raised £0.76 million (including cash consideration of £0.48 million) through a placing of Class A ordinary shares to Jiayi International, Homaster Co., Ltd and SW Home Investment Ltd.

•        On September 7, 2026, we opened the West Green Day Nursery and Preschool (now operating under the Little Explorers brand) in Crawley, West Sussex.

Recent Developments

In accordance with our growth strategy, on January 17, 2026, our 80%-owned subsidiary Belong Education Ltd. signed a term sheet for its proposed acquisition of Grolife Limited, a holding company owning a group of eight specialist education schools in the United Kingdom operating under the EdStart Schools brand, together with its subsidiaries. We currently intend to use approximately £6.2 million of the net proceeds from this offering to fund the consideration payable upon completion of the Grolife Acquisition, with the balance expected to be payable on a deferred basis following completion. The Grolife Acquisition remains subject to the negotiation and execution of definitive acquisition documentation and the satisfaction or waiver of the conditions to completion thereunder. The parties currently expect to execute the definitive acquisition agreement following completion of this offering and receipt of the net proceeds and to complete the Grolife Acquisition concurrently with execution of the definitive agreement. Accordingly, there can be no assurance that the Grolife Acquisition will be completed on the currently contemplated terms or at all. See “Risk Factors — Risks Relating to Our Proposed Acquisition of Grolife” and “Use of Proceeds.” The Grolife Acquisition, if consummated, will mark our entry into the specialist education sector in the United Kingdom.

In accordance with our growth strategy, on December 19, 2025, we signed a term sheet for the proposed acquisition of Bright Eyes Childcare Ltd., a nursery group with three centers in Cornwall, England. If consummated, the Bright Eyes Acquisition will add aggregate registered capacity of 170 places to our nursery business and increase our number of nurseries to 27.

Corporate Structure

The diagram below depicts our corporate structure as of the date of this prospectus.

Industry Overview

This prospectus contains information derived from an industry report commissioned by us and prepared by Frost & Sullivan, an independent market research firm, containing information regarding our industry and market position and opportunities. Frost & Sullivan prepared such report based on various government and industry publications, interviews with industry participants and experts and other publicly available sources. Neither we nor any other party involved in this offering has independently verified such information, and neither we nor any other party involved in this offering makes any representation as to the accuracy or completeness of such information. Investors are cautioned not to place any undue reliance on the information, including statistics and estimates, set forth in this section or similar information included elsewhere in this prospectus. The industries in which we operate currently or intend to operate in the future are subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

UK Nursery Industry

Overview

Our principal market is the UK nursery industry. “Nursery” specifically refers to an integrated service combining childcare and education for preschool children aged 0 to 5. Beyond meeting children’s daily care needs, such services attach great importance to systematically promoting the all-around development of children’s social, language and motor skills through diverse approaches including play-based interaction and basic cognitive guidance, with one of their core goals being to help children make adequate preparations for primary school enrollment.

Current Market Structure of Nursery Industry in England

The nursery industry in England mainly comprises the following four types of service models:

•        childminders, who are people who look after children for payment or reward, of which there were approximately 25,000 providers in England as of August 31, 2025;

•        childcare on non-domestic premises, which are nurseries, pre-schools, holiday clubs and other group settings, of which there were approximately 27,500 providers in England as of August 31, 2025;

•        home childcarers, who are individuals who care for children wholly or mainly in the child’s own home, such as nannies, of which there were approximately 7,230 providers in England as of August 31, 2025; and

•        childcare on domestic premises, which are providers where five or more people look after children together in a home that is not the child’s, of which there were approximately 210 providers in England as of August 31, 2025.

The nursery industry in England is highly fragmented.

UK Nursery Industry Market Size and Growth

As of the end of 2025, the market size of the UK nursery industry was approximately $7.1 billion, with a compounded annual growth rate (“CAGR”) of 10% from 2021 to 2025. The UK nursery industry is projected to grow steadily in the future. It is expected to reach $9.6 billion by the end of 2030 (with a CAGR of 6.2% from 2025 to 2030) and $12.7 billion by 2035 (with a CAGR of 5.8% from 2030 to 2035).

Market Trends and Dynamics

We believe the market opportunity for scaled, quality nursery providers in the UK will continue to grow due to the following trends and market dynamics.

•        “Free Childcare for Working Parents” Policy.    The UK government has been implementing a free 30 hours of childcare per week for 3-4 year-olds since 2017, and in 2024, the policy extended to include children aged 9 months and older, making the UK one of the few countries globally to provide such extensive and inclusive childcare. This policy has not only significantly reduced childcare costs for low- and middle-income families but has also directly driven up demand for registered childcare settings. Since subsidies are only available to compliant institutions, many informal caregivers have been pushed out of the market, prompting the industry towards professionalization and large-scale integration.

•        Ofsted Quality Rating System.    Ofsted imposes a mandatory quality rating system on all early education providers, influencing parental decisions. A reform of the assessment system began in 2025, restructuring the accountability framework for early education institutions. The new system replaces the previous single “overall rating” with a five-level grading system that covers dimensions such as educational quality, personal development, and leadership management. It also emphasizes support for vulnerable groups and children with special educational needs. Starting from the autumn of 2025, all registered early education institutions undergo graded inspections, and those with poor performance will be subject to regular monitoring. This policy aims to increase the transparency of assessments, reduce the pressure on institutions caused by a single rating, and encourage schools to take timely action to improve educational quality. It will also enhance parents’ ability to make informed school choices based on multidimensional information, driving the UK’s early education market toward a fairer, more professional, and child-centered direction.

Market Opportunity

•        Industry Consolidation.    The UK nursery market remains highly fragmented, with independently operated small nurseries coexisting with large chain institutions. As regulatory standards become increasingly stringent, some small institutions face operational pressures, and many owners have begun planning exit strategies, leading to an increase in available acquisition targets in the market. Leading institutions can quickly integrate high-quality venue, teaching talent, and brand resources through strategic acquisitions, expand market coverage, consolidate regional leading positions, and the industry concentration is expected to continue rising.

•        Expansion of Free Education Benefits.    The UK government continues to expand the coverage of free early education benefits, gradually extending the free education duration for children of different age groups. It also provides additional support for children with special needs and those from disadvantaged families through special funds, with government investment tilting towards the nursery sector. Parental demand for high-quality and compliant early education services has risen accordingly, but the current market lacks sufficient supply of high-standard, regulation-compliant early education institutions, creating a distinct supply-demand gap. This presents an excellent opportunity for institutions with high-quality operational capabilities to enter the market.

International Nursery Markets

Part of our long-term growth strategy includes international expansion, with a current focus on Australia. Frost & Sullivan estimates that, as of the end of 2025, the market size of the global nursery industry was approximately $188.7 billion, with a CAGR of 8.2% from 2021 to 2025. Frost & Sullivan projects that the global nursery industry will reach $231.5 billion by the end of 2030 (with a CAGR of 4.2% from 2025 to 2030) and $277.3 billion by 2035 (with a CAGR of 3.7% from 2030 to 2035). Frost & Sullivan estimates that, as of the end of 2025, the market size of the nursery industry in Australia was approximately $3.7 billion, with a CAGR of 11.7% from 2021 to 2025. Frost & Sullivan projects that the size of Australia nursery industry will grow to $5.1 billion by the end of 2030 (with a CAGR of 6.4% from 2025 to 2030) and to $6.8 billion by 2035 (with a CAGR of 6.1% from 2030 to 2035).

UK Specialist Education Industry

In accordance with our growth strategy, on January 17, 2026, our 80%-owned subsidiary Belong Education signed a term sheet for the proposed acquisition by Belong Education of Grolife, a holding company owning a group of eight specialist education schools in the United Kingdom operating under the EdStart Schools brand, together with its subsidiaries, and part of our growth strategy includes expanding our operations in the specialist education sector, including in the areas of special educational needs and disabilities (SEND) and alternative provision (AP), in the United Kingdom. The consummation of the Grolife Acquisition remains subject to signing a definitive acquisition agreement and subsequent satisfaction of closing conditions and other potential impediments. See “Risk Factors — Risks Relating to Our Proposed Acquisition of Grolife.” The Grolife Acquisition, if consummated, will mark our entry into the specialist education sector in the United Kingdom.

The specialist education market constitutes a distinct and vital component of the broader education industry, encompassing a spectrum of educational services, institutions, and interventions specifically designed for learners whose needs cannot be fully or appropriately met within a standard mainstream educational environment. Its core purpose is to deliver tailored, high-quality education and support that addresses specific learning barriers, leverages unique abilities, or responds to exceptional personal circumstances, thereby ensuring equitable access to learning and positive life outcomes for all individuals. Such market is fundamentally characterized by specialized pedagogy, tailored learning environments and multi-agency collaboration.

The specialist education market in the UK can be classified into the following three main and interrelated sub-segments:

•        Special educational needs and disabilities (SEND).    The primary drivers of the need for SEND services for children and young people aged 0-25 are learning difficulties or disabilities that create a significant barrier to learning compared to peers. SEND services in the UK are subject to regulation by the Children and Families Act 2014 and the SEND Code of Practice. The SEND market in the UK serves children and young people aged 0-25. SEND schools in the UK include mainstream schools with specialist units/resourced provisions, special schools (maintained, academy and independent) and specialist post-age-16 institutions.

•        Alternative provision (AP).    The primary drivers of the need for AP services for children and young people aged 5-18 are the inability to access mainstream school due to exclusion, behavioral challenges, medical/mental health needs or risk factors. AP services in the UK are subject to regulation by the SEND and Alternative Provision Improvement Plan 2023 and legal duties of local authorities under existing legislation including the Children and Families Act 2014. AP schools in the UK include pupil referral units (PRUs), AP academies, hospital schools and independent AP providers.

•        Other specialist education areas.    The primary drivers of the need for other special education services for children and young people aged 11-18 are specific aptitudes, talents, or life circumstances that require a highly specialized or non-standard educational pathway. Other specialist education schools in the UK include: selective grammar schools (for high academic ability); specialist music, dance, or sports colleges; education within secure children’s homes (youth justice); and support services for young carers.

The foregoing classification is based on the primary driving factor of need, which encompasses various aspects such as the specific educational requirements of different student groups. Moreover, it also takes into account the corresponding legal and funding frameworks, which play a crucial role in regulating and governing the provision of specialist education services in the UK.

The SEND and Alternative Provision Improvement Plan 2023 is the UK government’s strategic document for reforming the SEND and AP systems. The plan summarizes feedback from the 2022 SEND Green Paper consultation and outlines corresponding improvement actions. The plan commits to establishing national standards for SEND support, strengthening the capacity of mainstream schools to deliver specialist provision, and providing high-quality AP pathways for students unable to remain in mainstream settings. At the same time, the government will pilot new funding and accountability mechanisms, while reinforcing oversight of local authorities’ SEND responsibilities, including a new joint inspection regime by Ofsted and the Care Quality Commission (CQC).

UK local government authorities play a critical role in the SEND and AP sectors, being the commissioning and funding gatekeepers. These local authorities hold the budgets earmarked for SEND and AP placements but also are responsible for ensuring that these funds are used appropriately and effectively. Moreover, they maintain approved provider lists, which helps in streamlining the process of choosing high-quality service providers. They conduct audits of eligibility and attendance records to ensure fairness and compliance. Additionally, they work together closely with providers to oversee the provision of SEND support.

Frost & Sullivan estimates that the market size of the UK specialist education sector was approximately $20.5 billion in 2025, with growth at a CAGR of 5.7% from 2021 to 2025. Frost & Sullivan projects that the UK specialist education sector will grow at a CAGR of 6.3% from 2025 to 2030 and a CAGR of 7.1% from 2030 to 2035. Frost & Sullivan estimates that the market size of the UK SEND sector was approximately $17.1 billion in 2025, with growth at a CAGR of 4.8% from 2021 to 2025. Frost & Sullivan projects that the UK SEND sector will grow at a CAGR of 5.4% from 2025 to 2030 and a CAGR of 6.2% from 2030 to 2035. Frost & Sullivan estimates that the market size of the UK AP sector was approximately $2.1 billion in 2025, with growth at a CAGR of 11.3% from 2021 to 2025. Frost & Sullivan projects that the UK AP sector will grow at a CAGR of 10.5% from 2025 to 2030 and a CAGR of 10.7% from 2030 to 2035.

According to the UK National Audit Office, as of January 2024, approximately 1.9 million children and young people aged 0 to 25 in England, representing approximately 11% of that age group, were identified as having special educational needs, requiring support beyond mainstream provision. Moreover, Department for Education statistics indicate that 18.8% of pupils in the nursery phase, and 83.4% of pupils in state-funded AP schools, received either an Educational and Health Care Plan (“EHCP”) or special educational needs support in England during the 2024-2025 academic year, and that the number of pupils with an EHCP has doubled since 2016. EHCPs specify the needs, required provision, and preferred pathways of an individual child or young person with identified special educational needs and disabilities (SEND). These figures reflect that the prevalence of additional needs is increasing in the UK, partly due to better diagnosis, greater awareness, and evolving definitions of support.

The UK Autumn Budget 2025, announced on November 26, 2025, confirmed continued government investment in the SEND sector and measures designed to provide longer-term financial stability for local authorities in this area. However, the UK Office for Budget Responsibility highlighted rapidly increasing SEND costs as a major fiscal pressure for the national government, which provides the funding to local authorities via grants. In addition, the UK Government’s 2026 SEND White Paper proposed further reforms to funding, accountability and delivery frameworks across the sector. These developments give rise to risks and uncertainties regarding future funding sustainability, potential budget reallocations and the pace and impact of ongoing reforms in this area.

Global Specialist Education Industry

Frost & Sullivan estimates that in 2025 the market size of the global specialist education industry was approximately $168.5 billion, with growth at a CAGR of 4.2% from 2021 to 2025. Frost & Sullivan projects that the global specialist education sector will grow at a CAGR of 4.6% from 2025 to 2030 and at a CAGR of 5.6% from 2030 to 2035. Frost & Sullivan estimates that in 2025 the market size of the global SEND industry was approximately $149.3 billion, with growth at a CAGR of 3.8% from 2021 to 2025. Frost & Sullivan projects that the global SEND sector will grow at a CAGR of 4.1% from 2025 to 2030 and at a CAGR of 4.9% from 2030 to 2035. Frost & Sullivan estimates that in 2025 the market size of the global AP industry was approximately $13 billion, with growth at a CAGR of 7.1% from 2021 to 2025. Frost & Sullivan projects that the global AP sector will grow at a CAGR of 7.7% from 2025 to 2030 and at a CAGR of 8.9% from 2030 to 2035.

UK Online Tutoring Industry

Part of our growth strategy includes expanding our business into the online tutoring sector in the UK to broaden our service offering and reach more learners. UK online tutoring is an internet-based real-time educational service targeting students aged 5-18. It is delivered by qualified UK-based teachers or experienced tutors via online tools such as video calls and interactive whiteboards, offering three main formats: one-on-one tutoring, small-group classes with up to 5-6 students, and large-group classes with more than six students. Aligned with the UK National Curriculum and exam requirements including General Certificates of Secondary Education (GCSE), A-Level, etc., it covers subjects such as mathematics, English, and science, as well as meeting needs like private school application preparation, academic reinforcement, and difficult concept clarification. Service providers include government-accredited platforms, registered institutions, and independent tutors. Combining time flexibility and measurable learning outcomes, it helps students enhance their academic performance through personalized teaching plans, post-lesson feedback reports, and progress tracking.

In recent years, the UK online tutoring sector has been growing steadily. This growth is primarily driven by rising parental demand for high-quality, convenient learning options, increased digital literacy, and sustained investment in education technology (“EdTech”) infrastructure. Post-pandemic, hybrid and fully digital early learning models have gained broader acceptance, with many providers integrating real-time progress tracking, gamified learning, and parent engagement tools to enhance outcomes and user experience.

Frost & Sullivan estimates that in 2025 the market size of the UK online tutoring sector was approximately $3.4 billion, with growth at a CAGR of 11.7% from 2021 to 2025. Frost & Sullivan projects that the UK online tutoring sector will grow at CAGR of 10.3% from 2025 to 2030 and at a CAGR of 9.8% from 2030 to 2035. The market size of online tutoring in the UK refers to the total revenue generated for students aged 5 to 18. The key parameters used to assess this market size include the number of students aged 5 to 18 (based on data from the UK Department for Education), the percentage of these students participating in online tutoring, the proportion of participating students who are willing to pay for such services, and the average hourly rate charged for online tutoring.

Global Online Tutoring Industry

The global online tutoring industry refers to a digital educational service that transcends geographical boundaries, targeting learners aged 5 to 18. It connects qualified tutors worldwide through online tools such as video conferencing, interactive whiteboards and instant messaging, providing personalized academic support in the form of synchronous real-time teaching or asynchronous delayed guidance. Its core scope covers diverse needs including subject tutoring, language learning, standardized test preparation, academic reinforcement and difficult concept clarification. The service models include one-on-one tutoring, group sessions and AI-powered intelligent tutoring systems. Participants in this field consist of educational technology enterprises, professional tutoring institutions, independent tutors and online platforms. Leveraging its core advantages of time flexibility, resource accessibility and targeted teaching, it creates convenient and efficient supplementary educational solutions for learners in different regions with varied needs. Frost & Sullivan estimates that in 2025 the market size of the global online tutoring industry was approximately $246.9 billion, with growth at a CAGR of 8.1% from 2021 to 2025. Frost & Sullivan projects that the global online tutoring market will grow at a CAGR of 12.4% from 2025 to 2030 and at a CAGR of 11.2% from 2030 to 2035.

Our Competitive Strengths

We believe the following strengths are central to our business model and our market position:

Commitment to Quality Education and Care

Since our founding, quality education and care have been at the heart of everything we do. We believe we have built a reputation as one of the leaders in early years education in the United Kingdom and believe delivering a high-quality educational experience in safe, nurturing and engaging environments creates real value for children, families and the communities we serve. Our clear operational standards ensure consistent quality across all of our locations, ensuring that each of our centers or schools delivers high-quality care while preserving the unique identity of valuable brands. The quality of our education and care is rooted in the quality, consistency, and dedication of our people. We have built a culture that cares for and develops not only our children but also our staff, resulting in high engagement and a stable learning environment across our nurseries.

Our nurseries are designed to meet rigorous accreditation and rating standards established by Ofsted. In our nurseries, our standardized, play-based curriculum, aligned with the UK Early Years Foundation Stage (EYFS) framework, promotes multilingualism, motor skills, social development, physical growth, and emotional wellbeing, delivering holistic learning outcomes.

As of the date of this prospectus, 18 of our 24 nursery centers had been inspected under Ofsted’s previous inspection framework and were rated either “Good” or “Outstanding”. Four have been inspected under the new Ofsted framework and have achieved an “Expected Standard” or above across the evaluation areas. Of the remaining two nursery centers, one is awaiting its first inspection since being acquired in 2024, while West Green Day Nursery and Preschool, which was opened by us in September 2026, is awaiting its first inspection. We have consistently achieved positive satisfaction ratings among respondents in our nursery center parent satisfaction surveys, which is a testament to our ability to deliver on our commitment to quality.

Local Brand Identity and Community Trust

Unlike many large nursery chains that often rebrand acquired nurseries, we typically retain the local brands and identities of acquired nurseries and invest in the existing brand and culture of each center. In the UK, nursery brands are often part of the fabric of their communities. We operate under nine nursery brands in the United Kingdom.

Certain of our nurseries have as much as 30 years of history over which time they have built trust in their local communities. We recognize that, in the UK, a nursery’s name often holds deep meaning within its local community. We have retained the original brands of 20 of the 23 nursery centers we have acquired. This approach preserves long-standing family and community trust, provides continuity for children, staff and parents and builds on established good practices at the center level. This approach has also supported consistent growth in enquiries and enrolments. If the Grolife Acquisition is consummated, we intend to retain the EdStart Schools brand for the acquired specialist education schools.

Stakeholder engagement is a core focus for us. We seek to establish and maintain strong community trust and continuity for families, and we have established meaningful partnerships with local community organizations to create a positive impact within the communities we serve. These efforts reflect our dedication to fostering collaboration and ensuring that stakeholder needs and expectations are consistently met. We undertake a range of initiatives to strengthen relationships with parents, employees, and local communities, such as charity fundraising and awareness events to support local causes, partnerships with local schools and community groups to ease transitions for children, and environmental projects such as community gardening days and recycling drives.

Centralized Operational Support and Resources

While maintaining a strong respect for the individual identity, history, and best practices of each nursery center and the personal touch of a small independent nursery, we support our nurseries and schools with the professionalism and centralized infrastructure of a scaled operator. Through our Support Team, we offer centralized operational support and resources including: quality assurance and curriculum oversight; human resources and recruitment support; training; safeguarding and compliance monitoring; marketing and occupancy management; finance and payroll; and operational planning. For our nursery centers, our Support Team also ensures stringent adherence to

the EYFS framework, including safeguarding, staff qualifications, and child-to-staff ratios. We implement real-time risk assessments, rigorous hygiene standards, secure premises, and accident prevention measures. Our Support Team ensures each center has access to the tools, knowledge, and backup it needs to thrive, especially in an increasingly complex and regulated sector, enabling the managers of our nurseries to focus on what matters most: the quality of care and education. Our leadership and Support Team are hands-on, responsive, and deeply involved in the day-to-day success of each center or school. The reliability of a group makes us an attractive option for families.

Experienced and Committed Leadership Team

Our board of directors and management team have extensive experience in the early childhood education and the broader education sector. Led by the Chair of our board, Xiaobing Wang, and our CEO, Chenyan Xu, our leadership team brings expertise in early childhood education, EdTech, and international education investment. Mr. Wang has over 28 years of experience in the education industry, including both front-line teaching and senior management. He is also a significant shareholder in Jiayi Education Holdings Limited (“Jiayi Education Holdings”), an education group with operations in China, which, through its indirect ownership of Aurevia Education, owns 52.4% of our ordinary shares (prior to this offering). Dr. Xu’s work has consistently centered on education and child development, with experience spanning academic research, higher education, EdTech, and education investment throughout his academic and professional career. The diverse professional backgrounds and deep operational expertise of our leadership team underpin our ability to maintain consistent quality and implement best practices across our centers. With a track record of acquisitions, our leadership team drives strategic growth and operational excellence. The strength of our leadership team enables us to take a systematic and strategic approach to quality, encompassing curriculum design, staff training, and internal supervision, reflecting our deep-rooted commitment to education as a long-term, transformative mission.

Government Funding and Diversified Revenue Sources

Our revenues are generated from both government-funded places and privately funded places. A significant amount of our revenue is attributable to such UK government assistance. In the fiscal year ended June 30, 2025, approximately 49.2% of our revenue was attributable to such assistance. Largely due to the UK government’s expansion of free childcare which was rolled out in 2024 and 2025, the percentage of our revenue attributable to UK government assistance increased to approximately 64% in the fiscal year ended June 30, 2026. For specialist education schools, all revenue is derived from government-funded places. As a result, if the Grolife Acquisition is consummated the proportion of our revenue generated from government-funded places will increase. The funding support for our business provided by the UK government reduces our exposure to local economic conditions and private demand. For our nursery centers, we are well-positioned to benefit from the 2025 rollout in the UK of 30 government-funded childcare hours per week for children from nine months to school age, which is expected to increase demand by hundreds of thousands of places in the sector, favoring scalable nursery center operators like us. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Factors Affecting Our Performance and the Comparability of Our Financial Results — UK Government Funding of Early Years Education.” In addition, our income is broadly distributed across all of our centers and regions, and no individual family or customer group accounts for a material share of our total revenue. This diversification in our revenue sources reduces our reliance on any single revenue stream and supports financial stability and resilience against fluctuations in either public funding or private demand.

Acquisition Track Record

We have a track record of acquiring businesses at attractive valuations and successfully integrating them. Since our incorporation in May 2023 and our combination with Bambinos and acquisition of The Nursery Family, we have completed six acquisitions (comprising a total of 10 nursery centers) in the United Kingdom. In the fiscal year ended June 30, 2025, we generated £11.1 million of revenue, or 77.4% of our total revenue in the fiscal year ended June 30, 2025, from nursery centers that were acquired in the fiscal year ended June 30, 2024 as well as one acquired in October 2024. We have an established acquisition team to pursue potential targets using a proven framework to evaluate potential transactions effectively with the goal of maximizing our return on investment while minimizing risk. We have developed a robust quality assurance framework, curriculum model, and support infrastructure, and we have gained valuable experience in acquisition integration. Our ability to integrate newly-acquired nurseries efficiently ensures that our quality standards remain high across all locations. Our acquisition strategy is also focused on diversifying our educational service offering, as demonstrated through the proposed Grolife Acquisition. We continue to monitor other acquisition opportunities while consolidating and integrating our completed acquisitions.

Our Growth Strategy

We seek to continue our growth trajectory by executing the following strategies:

•        continued expansion of our nursery footprint in the United Kingdom both through acquisitions and establishing and developing new nurseries;

•        extending our business by adding higher-margin adjacent offerings; and

•        in the longer term, expanding internationally, with an initial focus on Australia and a consideration of the North American market.

Our growth will be driven by scaling our existing core early years education provision, extending our business into complementary educational sectors, and enhancing our digital and operational infrastructure. Our intended use of the IPO proceeds is directly aligned with our growth strategy, with funds to be allocated in order to accelerate growth, strengthen operational efficiency, and create long-term value.

Continue to Expand Our Nursery Offering in the United Kingdom

We seek to increase our nursery enrollment through acquisitions and organic growth in the UK and through increasing capacity and occupancy levels at our existing centers. We believe we are well-positioned to scale further and deliver greater access to our high-quality provision for more families and communities, improved operational efficiency and margin through economies of scale including shared systems and centralized functions, and enhanced shareholder value through accelerated growth. We plan to allocate a portion of the proceeds of the IPO toward the continued acquisition of high-quality nursery operators in the United Kingdom as well as to support organic growth.

Opportunistically Pursue Nursery Acquisitions

We have a track record of successfully completing and integrating selective acquisitions, as we have sought to expand quickly within our market. We will continue to seek attractive opportunities for acquisitions that enhance our strategic positioning and increase our scale.

Our strategic criteria for acquisitions include nurseries that enhance our competitive positioning, complement our geographic footprint and have a strong cultural fit and compliance culture. We seek to acquire brands that have been built on years of hard work and best practice from previous owners. Our experience has indicated that many of the smaller individual operators seek liquidity and/or lack the professional management and financial resources that are often necessary for continued growth. Increasing costs and regulatory complexity drive small provider exits, creating acquisition opportunities for well-capitalized groups like us. We also pay attention to opportunities presented in connection with owner retirements.

A key differentiator in our approach to acquisitions, particularly when compared to other acquisition-driven education groups, is our respect for local brands and community ties. We seek to preserve and enhance the tangible heritage of every center by resolutely focusing on the quality of their services. While our growth is driven by strategic acquisitions, we typically choose not to rebrand centers post-acquisition. We have retained the original brands of 20 of the 23 nursery centers we have acquired, with minor adjustments to reflect affiliation with iStep. See “Business — Integration of Acquisitions.” This strategy allows each center to retain its authenticity and maximize its potential with the backing of a professional, well-resourced group.

We maintain a robust pipeline of potential targets to support our inorganic growth trajectory. Since our inception, we have worked with agents specializing in the education sector who help us identify potential opportunities. We employ a disciplined and rigorous approach in selecting which centers to open or acquire. All potential new centers are evaluated to assess local market trends and dynamics, overlap with our existing nurseries, the competitive landscape within a given market and the performance of other, existing providers in the market. Prior to committing to a new addition, our acquisition and integration team, including our senior management, evaluates the opportunity and reviews a detailed financial plan for the proposed addition to ensure the investment meets our internal return objectives.

Organic Growth by Adding Nursery Centers

In addition to acquisitions, organic growth is a key pillar of our expansion strategy. We have initiated a strategy aimed at establishing new greenfield and brownfield nurseries in locations that bridge our existing regional hubs. This approach will allow us to strengthen our regional clusters, ensure operational support consistency, and maintain