As filed with the Securities and Exchange Commission on September 5, 2025.

Registration Statement No. 333-289766

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

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AMENDMENT NO. 1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________

AIGO HOLDING LIMITED
(Exact name of Registrant as specified in its charter)

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

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4th floor, Building No. 26, Ju Yuan Zhou Garden,
Jinshan Industrial Zone, 618 Jinshan Avenue, Jianxin Town,
Fuzhou City, Fujian Province, China 350028
Tel: +86 0591 83700296
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

____________________

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Tel: +1 (302) 738-6680

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

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Copies to:

____________________

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

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

PRELIMINARY PROSPECTUS (Subject to Completion)
Dated            , 2025

Aigo Holding Limited

2,000,000 Ordinary Shares

This is an initial public offering of 2,000,000 ordinary shares, par value US$0.00025 per share, by Aigo Holding Limited. We currently anticipate the initial public offering price of our ordinary shares to be between US$4.00 and US$6.00 per ordinary share.

Prior to this offering, there has been no public market for our ordinary shares. We intend to apply for the listing of our ordinary shares on the Nasdaq Global Market (the “Nasdaq”) under the symbol “AIGO.” This offering is contingent upon the listing of our ordinary shares on the Nasdaq. As of the date of this prospectus, the Nasdaq has not yet approved our application to list our ordinary shares. There is no assurance that such application will be approved, and if our application is not approved by Nasdaq, this offering may not be completed.

Upon the completion of this offering, our issued and outstanding share capital will consist of 66,932,729 ordinary shares, assuming the underwriters do not exercise their option to purchase additional ordinary shares.

Additionally, we will be a “controlled company” as defined under corporate governance rules of the Nasdaq Stock Market, because Mr. Fufei Lin, our founder and chief executive officer, is expected to own 78.41% of our total issued and outstanding share capital, and will be able to exercise 78.41% of the aggregate voting power immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional shares. As Mr. Fufei Lin will hold more than 50% of our aggregate voting power upon the immediate completion of this offering, Mr. Fufei Lin will have the ability to control or significantly influence the outcome of matters requiring majority shareholder approval. We currently plan to utilize the exemptions available for controlled companies after we complete this offering. For further information, see “Principal Shareholders,” “Summary — Implications of Being a Controlled Company” and “Risk Factors — Risks Related to This Offering — We are a “controlled company” as defined under the Nasdaq listing rules and, as a result can rely on exemptions from certain corporate governance requirements that provide protection to shareholders” on page 43.

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

Aigo Holding Limited, or our Company, is not an operating company, but an investment holding company incorporated in the Cayman Islands. A portion of our daily operations, including product procurement and research and development, are conducted primarily through our operating subsidiaries in the PRC (including mainland China and Hong Kong). We also have operations, and generate all our revenue from countries outside of the PRC, including countries in the European Union, the United Kingdom and United States. We do not use a variable interest entity structure. Investors purchasing our ordinary shares in this initial public offering are purchasing equity securities of our Cayman Islands holding company and are not purchasing equity securities of our operating subsidiaries. This holding company structure involves unique risks to investors and investors may never hold equity interests in our operating subsidiaries. While we do not operate in an industry that is currently subject to foreign ownership limitations in China, PRC regulatory authorities could decide to limit foreign ownership in our industry or disallow our structure in the future, which could result in a material change in our operations and/or a material change in the value of our ordinary shares, including that it could cause the value of our ordinary shares to significantly decline or become worthless. See “Risk Factors — Risks Related to Our Legal and Regulatory Environment — PRC regulatory authorities could disallow our holding company structure” on page 29.

As an investment holding company, we may rely on dividends from our subsidiaries for our cash requirements, including any payment of dividends to our shareholders. The ability of our subsidiaries to pay dividends to us, however, may be restricted by the debt they incur on their own behalf and/or laws and regulations applicable to them. Unless otherwise indicated or the context otherwise requires, “we,” “us,” “our company,” and “our” refer to Aigo Holding Limited, our Cayman Islands holding company and its subsidiaries, which include those in the PRC (including the mainland China and Hong Kong), various countries in the European Union, the United Kingdom and United States that conduct daily operations. If needed, cash can be transferred between our Cayman Islands holding company and subsidiaries incorporated in these countries through equity investments and

intercompany loans. Currently, there are no restrictions of transferring funds from our Cayman Islands holding company to subsidiaries in Hong Kong through equity investments and intercompany loans. To the extent our cash is in mainland China or Hong Kong or held in our subsidiaries in mainland China or Hong Kong, the funds may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in, or the imposition of restrictions and limitations on, the ability of us or our subsidiaries by the PRC government to transfer cash. Although currency exchange control measures imposed by the PRC government may restrict the ability of our subsidiaries in the PRC to transfer their cash to our Cayman Islands holding company and other subsidiaries incorporated outside the PRC through loans, advances or cash dividends, we do not expect to make such transfer in the foreseeable future, as we generate all our revenue from outside the PRC. Please see “Risk Factors — Risks Related to Our Legal and Regulatory Environment — We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business. To the extent our cash is in mainland China or Hong Kong or held in our subsidiaries in mainland China or Hong Kong, the funds may not be available to fund operations or for other use outside of mainland China and Hong Kong due to interventions in, or the imposition of restrictions and limitations on, the ability of us or our subsidiaries by the PRC government to transfer cash” on page 36. We may also make loans and additional capital contribution to our subsidiaries or branches, subject to certain restrictions under the applicable local laws, including the laws of China. For example, loans by us to our wholly-owned PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE. Capital contributions by us to our PRC subsidiaries are subject to registration with the State Administration for Market Regulation (the “SAMR”) or its local branch, reporting of foreign investment information with the PRC Ministry of Commerce, or registration with other governmental authorities in China. See “Risk Factors — Risks Related to Our Legal and Regulatory Environment — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business” on page 35. As an investment holding company, we may depend on receipt of funds from one or more of our subsidiaries if we determine to pay cash dividends to holders of our ordinary shares in the future. We do not have a regular dividend policy currently, and we have discretion as to whether to declare dividends, subject to certain requirements of Cayman Islands law and our Articles of Association. We currently do not have cash management policies in place that dictate how funds are transferred between us, our subsidiaries, and the investors, as we plan to determine the payment of dividends and fund transfer based on our specific business needs on a case-by-case basis in accordance with the applicable laws and regulations. As of the date of this prospectus, our Cayman Islands holding company has not declared or paid any dividends or distributions on equity to its shareholders. In 2023 and 2024, Fuzhou Aigostar, our primary operating company in China, paid dividends to its then shareholders in the amount of €1,153,000 and €1,479,000, respectively. See “Consolidated Statements of Changes in Shareholders’ Equity” on page F-5 and “Consolidated Statements of Cash Flows” on page F-6 for more details. In February and July 2024, Fuzhou Aigostar paid dividends to its former shareholder in the amount of approximately RMB4.28 million and RMB7.36 million, respectively. In March 2024, Fuzhou Aigostar declared dividends to its then shareholder, Fuzhou Aigo Juyou Investment Co. Ltd., in the amount of approximately RMB53.81 million, which has not been paid as of the date of this prospectus. Except the above-mentioned dividend payment, as of the date of this prospectus, no cash transfer or transfer of other assets by way of dividends or distributions have occurred between us and our subsidiaries, or to investors. See “Prospectus Summary — Cash transfers and dividend distributions” on page 9 for the summary of our cash transfers and dividend distributions.

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, the Public Company Accounting Oversight Board, or the PCAOB, issued a Determination Report in December 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong because of positions taken by the authorities in those jurisdictions. Our auditor, which is based in New York, is currently subject to inspection by the PCAOB at least every three years. On August 26, 2022, the PCAOB entered into a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC and, as summarized in the “Statement on Agreement Governing Inspections and Investigations of Audit Firms Based in China and Hong Kong” published on the U.S. Securities and Exchange Commission’s official website, the parties agreed to the following: (i) in accordance with the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation; (ii) the PCAOB shall have direct access to interview or take testimony from all personnel of the audit firms whose issuer engagements are being inspected or investigated; (iii) the PCAOB shall have the unfettered ability to transfer information to the SEC, in accordance with the Sarbanes-Oxley Act; and (iv) the PCAOB inspectors shall have access to complete audit work papers without any redactions, with view-only procedures for certain targeted pieces of information such as personally identifiable information.

On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. On December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023,” or the Consolidated Appropriations Act, was signed into law by President Joseph Biden of the United States. The Consolidated Appropriations Act contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. We cannot assure you that we will not be identified by the SEC under the HFCAA as an issuer that has retained an auditor that has a branch or office located in a foreign jurisdiction that the PCAOB determines it is unable to inspect or investigate completely because of a position taken by an authority in that foreign jurisdiction. In addition, there can be no assurance that, if we have a “non-inspection” year, we will be able to take any remedial measures. If any such event were to occur, trading in our securities could in the future be prohibited under the HFCAA and, as a result, we cannot assure you that we will be able to maintain the listing of our ordinary shares on the Nasdaq Stock Market or that you will be allowed to trade our ordinary shares in the United States on the “over-the-counter” markets or otherwise. Should our ordinary shares become not listed or tradeable in the United States, the value of our ordinary shares could be materially affected. See “Risk Factors — Risks Related to Our Legal and Regulatory Environment — The continued U.S. regulatory and legislative focus, including the enactment of the HFCAA, may adversely affect the market price of our ordinary shares and may eventually require us to delist our securities from the U.S. markets” on page 32 for a detailed discussion.

We have substantial business operations located in mainland China and are subject to PRC laws and regulations. Recently, the PRC government has initiated a series of regulatory actions and made a number of public statements on offerings that are conducted overseas and/or involve foreign investment in China-based issuers, including the Opinions on Strictly Cracking down on Securities-related Illegal Activities in Accordance with the Law (promulgated by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council on July 6, 2021), the Cybersecurity Review Measures (promulgated by Cybersecurity Administration of China, or the CAC, on December 28, 2021 and became effective on February 15, 2022), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures (promulgated by the China Securities Regulatory Commission, or the CSRC and became effective on March 31, 2023), and the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises, or the Confidentiality and Archives Administration Provisions (promulgated by China Securities Regulatory Commission, Ministry of Finance, State Secrecy Administration, State Archives Bureau and became effective on March 31, 2023).

We do not believe that approval of the cybersecurity review of the CAC is required in connection with this Offering under current PRC laws, regulations and rules at this stage, as we have not processed, and do not anticipate to process in the foreseeable future, personal information of more than one million users or persons and the data we handle in our business operations, either by its nature or in scale, does not normally trigger significant concerns over PRC national security. However, we cannot affirm that PRC regulators share the same interpretation. According to the Trial Measures, among other things, a domestic company in the PRC that seeks to offer and list securities on overseas markets (either in direct or indirect means) shall fulfill the filing procedures with the CSRC as per requirement of the Trial Measures. We therefore are required to file with the CSRC in accordance with the Trial Measures with respect to this offering. According to the Confidentiality and Archives Administration Provisions, domestic companies that seek overseas offering and listing (either in direct or indirect means) and the securities companies and securities service (either incorporated domestically or overseas) providers that undertake relevant businesses shall not leak any state secret or working secret of government agencies, or harm national security and public interests. Furthermore, a domestic PRC company that provides accounting archives or copies of accounting archives to any entities, including securities companies, securities service providers and overseas regulators and individuals, shall fulfill due procedures in compliance with applicable regulations. We believe that this offering does not involve the leaking of any state secret or working secret of government agencies, or the harming of national security and public interests. However, we may be required to perform additional procedures in connection with the provision of accounting archives. The specific requirements of the relevant procedures are currently unclear and we cannot be certain whether we will be able to perform the relevant procedures.

Because these statements and regulatory actions are new and subject to change, it is uncertain as to the potential impact such amended or new legislation will have on our daily business operations or our ability to accept foreign investments and list on a U.S. stock exchange. We face various legal and operational risks associated with being headquartered in China. The PRC government has significant authority to exert influence on the ability of a China-based company, such as us, to conduct its business, accept foreign investments or list on a U.S. or

TABLE OF CONTENTS

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the ordinary shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus.

Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Until            , 2025 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade the ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

RISK FACTORS

An investment in our ordinary shares involves significant risks. You should carefully consider all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in our ordinary shares. Any of the following risks could have a material adverse effect on our business, results of operations and financial condition. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, results of operations and financial condition, and our ability to pay dividends. In any such case, the market price of our ordinary shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

We currently derive the majority of our revenue from sales in Europe, and any fluctuation or slowdown of the European market may adversely affect our business, financial condition and results of operations.

The success of our business ultimately depends on consumer spending. We derive a substantial part of our revenue from the European Union. In 2023 and 2024, revenue generated from the European Union accounted for approximately 85% and 84% of our total revenue of the same years, respectively. As a result, our revenue and financial results are impacted to a significant extent by economic conditions in the European Union. The EU macroeconomic environment is facing challenges, such as the economic slowdown in the Eurozone since 2014, potential impact of the United Kingdom’s exit from the EU on January 31, 2020, and the adverse impact on the economies and financial markets of the EU from the COVID-19 pandemic. In 2022, the outbreak of Russian-Ukraine war also contributed to our failure to achieve our financial goal for that year. As the outbreak of the Russian-Ukraine war caused the price of energy and energy-dependent products to increase, European consumers cut back expending on non-essential items. Further, due to the outbreak of the war, there was a decrease in the number of our new stores opened across Europe in 2022, which negatively impacted the attainment of our financial goal for that year. As the war is still ongoing, it is uncertain that whether our sales and operations in Europe will be adversely affected. There have also been concerns over unrest and terrorist threats in Europe. Tensions in the relationship between China and the EU may pose further challenges to our performance in the European Union market. Sales of products that are prone to consumers’ subjective perceptions and personal preferences, such as our pet products, depend in part on discretionary consumer spending and are particularly exposed to adverse changes in general economic conditions. In response to downturns and fluctuations, perceived or otherwise, in EU’s economic conditions, consumers might delay, reduce or cancel purchases of our products, which may materially and adversely affect our results of operations.

Our growth depends on expanding in various geographic markets and such expansion may pose new logistical, operational and marketing challenges that may materially and adversely affect our business.

In 2023 and 2024, we generated revenue from approximately 40 countries and regions. Our results of operations in each of the jurisdictions or geographic regions are heavily affected by the regional economic and market condition. As such, conducting business operations in multiple jurisdictions or geographic regions poses additional challenges and complications. If we fail to monitor, identify and resolve such challenges and complications in a timely manner, or at all, our financial condition and results of operations may be negatively impacted.

We plan to further increase the sales of our products by deepening our penetration of geographic markets globally. We still have relatively little experience in many countries in the world. It is costly to establish, develop and maintain international operations and websites and promote our brand internationally. The expansion of sales into such geographic markets may not be profitable on a sustained basis for many reasons including, but not limited to:

•        local economic and political conditions;

•        government regulation of online and offline sale of electrical devices, lighting products, household appliances and pet products, as well as restrictive governmental actions (such as trade protection measures, including export duties and quotas and custom duties and tariffs), nationalization and restrictions on foreign ownership;

•        restrictions on sales or distribution of certain products or services and uncertainty regarding intellectual property rights and liability for products, services and content on our websites or social marketing channels;

•        business licensing or certification requirements, such as for imports, exports and electrical devices;

•        limited fulfillment and technology infrastructure;

•        laws and regulations regarding consumer protection, import and export requirements, duties, tariffs, other trade-related barriers or restrictions, data protection, privacy, network security, encryption and restrictions on pricing or discounts;

•        lower levels of consumer spending and fewer growth opportunities compared to our current geographic markets;

•        increased payment risk; and

•        difficulty in staffing, developing and managing foreign operations as a result of language and cultural differences.

As we expand the sale of our products to other countries, competition will intensify. Local companies may have a substantial competitive advantage over us because of their greater understanding of, and focus on, local consumers, as well as their more established local brand names. Reduced logistics costs and marketing expenses could also be advantageous for local companies. We may not be able to hire, train, retain and manage required personnel, which may limit our international growth. Failure to compete with local companies would materially and adversely affect our results of operations.

Changes in external economic environment may decrease the demand for our products and adversely affect our growth and strategies and business prospects; and historically we have experienced failure to achieve financial goals primarily due to the outbreak of the Russian-Ukraine war.

The current economic environment continues to present uncertainties and risks for our business. Continued concerns about the systemic impact of a potentially long-term and widespread recession, the EU energy crisis and high inflation all have contributed to increased market volatility and diminished expectations for economic growth around the world. Such economic challenges have resulted in high unemployment in Europe and North America, as well as stagnant wage levels, which has dampened consumer purchasing power. A continued or future slowdown in Europe, the United States or other global economies or a negative economic outlook could materially and adversely affect our future operating results. Any current or future wars or conflicts, such as the Israeli-Palestinian conflict could materially and adversely affect our growth, strategies and business prospects.

If we fail to manage our stock inventory at an acceptable level, our business, financial condition and results of operations may be adversely affected.

To ensure adequate inventory supply for our various products, we forecast inventory needs and place orders with our suppliers before firm orders are placed by our customers.

Inventory levels in excess of consumer demand may result in inventory write-downs or write-offs, and the sale of excess inventory at discounted prices or in less preferred distribution channels could impair the image of our brands and harm our gross profit margin. If we fail to accurately forecast consumer demand, our excess inventory levels may continue. Factors that could affect our ability to accurately forecast demand and manage inventory level include:

•        an increase or decrease in consumer demand for our products;

•        a failure to accurately forecast consumer acceptance for our new products;

•        product introductions by competitors;

•        unanticipated changes in general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders or at-once orders;

•        weakening of economic conditions or reduced consumer confidence in future economic condition which could reduce demand for discretionary items, such as our products; and

•        the uncertainties and logistical challenges that accompany operations on a global scale.

We participate in intensely competitive markets and we may not compete successfully against new and existing competitors, which may materially and adversely affect our results of operations.

The market for our products is intensely competitive. Our ability to compete in these highly competitive markets may be adversely affected by a number of factors, including:

•        we compete against many well-established companies that may have substantially greater financial, sourcing, marketing, operational or other resources than we do;

•        in some markets, some competitors may have more solid brand awareness than our brands;

•        our competitors have obtained, and may in the future be able to obtain, exclusivity or sole source at particular community stores, supermarkets and distributors, or favorable in-store placement;

•        in some key product categories such as smart IoT products, technology advancements and product improvements by competitors may weaken consumer demand for our products; and

•        consumer preferences may change to lower or higher margin products or products other than those we market.

Increased competition my reduce our gross and operating margins, market share and brand recognition. We may not be able to compete successfully against current and future competitors, and competitive pressures may materially and adversely affect our business, financial condition and results of operations.

Claims by third parties that we are infringing their intellectual property and other litigation may materially and adversely affect our business and prospects.

From time to time, we have been, and expect we will continue to be, subject to claims that we are infringing the patents and other intellectual property of others, and it is possible that third parties will assert infringement, misappropriation, unfair competition or similar claims against us in the future. For example, in 2023 our three Italian-style wall switch product series — “AB Matix,” “AB Living Lighting,” and “AV Plana” — were sued by two Italian local brands for alleged infringement of their intellectual property rights, even though we had registered trademarks for such products. The local Public Prosecutor’s Office of Italy filed criminal charges against Mr. Shurong Chen, acting in his capacity as the legal representative of our Italian subsidiary, for “introduction into the state and trade of products with false signs” and “receiving illegal goods.” The verdicts for these suits are still pending, and about 1.5 million light switch products are under temporary injunction by the court pending the outcome of the legal proceeding by relevant court. As advised by the Italian legal counsel engaged in these proceedings, Mr. Shurong Chen could be subject to fines and imprisonment if found guilty, but there will be no criminal liability for our Italian and PRC subsidiaries. For details, please see “Business — Legal and Administrative Proceedings.” Any such claims, charges or judicial procedures, with or without merit, could be time-consuming and expensive and may require us to incur substantial costs, including the diversion of the resources of management and technical personnel, cause product delays or require us to redesign our products or enter into licensing or other agreements in order to secure continued access to necessary or desirable intellectual property.

An adverse finding against us in these or similar patent or other intellectual property litigations or disputes may have a material adverse effect on our business, financial condition and results of operations. If we are deemed to be infringing or otherwise violating a third party’s intellectual property and are unable to continue using that intellectual property as we had been, our business and results of operations could be harmed if we are unable to successfully develop non-infringing alternative products or features on a timely basis or license non-infringing alternatives or substitutes, if any exist, on commercially reasonable terms. In addition, an unfavorable ruling in intellectual property litigation could subject us to significant liability, as well as require us to cease developing, manufacturing or selling the affected products or using the affected processes or product feature. Any significant restriction on our proprietary intellectual property or operations that impedes our ability to develop and commercialize our products could have a material adverse effect on our business, financial condition and results of operations.

Our online sale incurs relatively low profitability level; and our inability to increase our online profitability level may materially and adversely affect our growth and financial performance.

We have been experiencing low profit margins in our online channels. Despite the increasing revenue from online channels, the online profitability remains a pressing issue for us. Our net profit margin is significantly reduced by the high platform fees. In addition, we’ve had to make compromises with our online profitability, in pursuit of higher online sales. As we face even fiercer competition in the online marketplace, we cannot assure you that our online sales will achieve high profit margin, which may materially and adversely affect our growth and financial performance.

Our business in IoT-integrated products utilizes cloud services provided by third party, and is still in the development phase. If we are unable to maintain our relationship with cloud service provider or manage our expansion of IoT products successfully, our business, financial condition and results of operations may be materially and adversely affected.

Our business in IoT products sector is still in its early stage of development. For the years ended December 31, 2023 and 2024, revenue generated from our IoT products only accounted for approximately 3.1% and 2.6% of our total revenue, respectively. Our AigoSmart APP, in which we have intelligent product terminal control feature incorporated, utilizes cloud services provided by a third party. Despite our efforts to make our IoT products fully independent by enhancing our self-developed APP in the future, we still need to rely on third-party service provider for our IoT integration at the current stage and in the near future. If our relationship with such third-party cloud service provider deteriorates or is terminated or if we fail to maintain the relationship on commercially viable terms, we may not be able to locate alternative service providers in a timely manner, and hence our operations and financial condition may be materially and adversely affected.

As we have set as one of our key strategies to focus on the advancement of IoT products, we anticipate spending significant resources on marketing, technology and other business expenditures to grow. We will need to expand, train, manage and motivate our workforce and manage our relationship with customers, suppliers, end consumers, and third-party service providers. We also intend to broaden the range of our IoT products offerings, which will require us to introduce new IoT product categories, and address the needs of different kinds of customers. We may incur significant costs in trying to expand our offerings into these new IoT product categories, or fail to introduce new product categories that meet anticipated customer demand. If we fail to manage such expansion successfully and cost-effectively, our business, financial conditions, and results of operations may be adversely affected.

We may not be able to successfully adopt new technologies or adapt new systems in response to the rapidly changing industry standards and policies imposed by various countries, especially with respect to lighting products and electrical products.

The sale of some of our core product, such as lighting products and electrical products, is constantly subject to a multitude of laws, regulations, policies, and safety standards in different countries. We may not be able to follow and monitor the constant change of such laws, regulations, policies and standards on a timely basis, or at all. Our excess inventory also prevents us from clearing out our stock in a timely manner when new laws and regulations are implemented. As a result, sometimes our product updates cannot keep pace with the rapid speed of changes in the legal requirements and standards.

Our competitors are also vigilant about the products being sold by us, especially via community stores, and may report any failure of us to meet the most updated regulations and standards, which could have a material adverse effect on our business, financial condition and results of operations.

Changes in international trade policies and international barriers to trade, or the emergence of a trade war, may have a material adverse effect on our business and expansion plans.

There have been significant changes and proposed changes in recent years to international trade policies, tariffs and treaties affecting imports. For example, in October 2023, the European Commission has declared its decision to initiate anti-subsidy investigation on imported electric vehicles from China, and to evaluate the imposition of tariffs on electric vehicles imported from China based on the finds of their investigations.

A significant portion of our products are manufactured in China, and other countries or regions outside of the EU, the UK, the U.S. and other countries where our markets are located. Accordingly, such international policy changes have made it, and may continue to make it, difficult or more expensive for us to obtain certain products manufactured outside Europe, which could affect our net sales and profitability. Retaliatory tariff and trade measures imposed by other countries could affect our ability to export products and therefore adversely affect our net sales. Any of these factors could depress economic activity and restrict our access to suppliers, customers or end consumers and could have a material adverse effect on our business, financial condition and results of operations and affect our strategy in Europe and elsewhere around the world.

In 2025, U.S. tariff policies on Chinese goods have been highly volatile. These frequent and drastic changes pose multiple challenges to Chinese enterprises exporting to the U.S., mainly including escalating cost pressures and increased market uncertainty. Higher tariffs directly inflate export costs, reducing product competitiveness in the price — sensitive US market, while unpredictable policy shifts make demand forecasting and strategic planning difficult.

Our company’s sales in the U.S. accounted for 4.2% of total sales in the 2024 fiscal year. In the current unstable tariff environment, if the U.S. tightens its policies further, our exported products will face higher costs, potentially shrinking our U.S. market share. Tariff — induced market uncertainty may also disrupt our operation in U.S., causing order delays or cancellations and negatively impacting our revenue and profitability.

We rely substantially on third-party suppliers for the manufacture of our products, and any deterioration in such business relationships or the quality of those products may materially and adversely affect our business, financial condition and results of operations.

We source the manufacturing of our products from selected third-party suppliers. Our continued growth will increase our product demands, which will require us to increase our ability to source products of commercial quality on reasonable terms.

Our suppliers may:

•        cease selling merchandise to us on terms acceptable to us;

•        fail to deliver products that meet our standards or customer demands;

•        encounter financial difficulties;

•        terminate our relationships or enter into agreements with our competitors;

•        have economic or business interests or goals that are inconsistent with ours and take actions contrary to our instructions, requests or objectives;

•        be unable or unwilling to fulfill their obligations, including their obligations to meet our production deadlines, quality standards and product specifications;

•        fail to expand their production capabilities to meet our growing demands;

•        encounter raw material or labor shortages or increases in raw materials or labor costs, which may impact our procurement costs;

•        engage in other activities or employment practices that may harm our reputation.

Furthermore, agreements with our suppliers do not typically establish a fixed price for the purchase of products. As a result, we may be subject to price fluctuations based on changes in our suppliers’ businesses, cost structures or other factors. The occurrence of any of these events, alone or together, may have a material and adverse effect on our business, financial condition and results of operations.

The design, technology and intellectual property rights of our ODM products remain with our ODM suppliers; failure to maintain stable relationships with such suppliers may materially and adversely affect our business, financial condition and results of operations.

A significant portion of our revenue is generated from the sale of our ODM products. The proprietary rights, including the design, technology and intellectual property rights, of our ODM products remain with our ODM suppliers. If we fail to maintain stable relationships with such suppliers, our ability to sustainably provide certain ODM products to targeted markets may be jeopardized. In addition, our ODM suppliers may cease to manufacture for us, or restrict our ability to sell certain products. Although we may have legal claims against such actions, our business, financial condition, results of operation, and the value and reputation of our brands will be adversely affected.

The prospects of our business depend substantially on the recognition, maintaining and strengthening our brands to generate and maintain ongoing demand for our products.

The “Aigostar,” “nobleza” and “Taylor Swoden” brands and related brand images are integral to the growth of our business, as well as to the implementation of our strategies for expanding our business into new categories and markets. Our success depends on the value and reputation of our brands, which, in turn depends on factors such as the quality, design, performance, functionality and durability of our products, the display and image of our community stores, our communication activities, including advertising, social media, various commercial initiatives, and public relations, and our management of the consumer experience. Maintaining, promoting and positioning our brands is important to expanding our consumer base and will depend largely on the success of our marketing and merchandising efforts and our ability to provide consistent, high-quality consumer experiences. We intend to continue making substantial investments in these areas in order to maintain and enhance our brands, and such investments may not be successful.

Ineffective marketing, negative publicity, product or manufacturing defects, product recalls, counterfeit products, failure to protect the intellectual property rights in our brands and detrimental acts by third parties are potential threats to the strength of our brands, and those and other factors could rapidly and severely diminish consumer confidence in us, which may materially and adversely affect our business, financial condition or results of operations. Additionally, the growing use of social media increases the speed with which information and opinions can be shared and the speed with which a company’s reputation can be affected. If we fail to correct or mitigate misinformation or negative information, including information spread through social media or traditional media channels, about us, the products we offer, our consumer experience or any aspect of our brands, our business, financial condition and results of operations could be adversely impacted. Maintaining and enhancing the image of our brands in our current key markets, including Europe and other select international markets, and in new markets where we currently may have limited brand recognition, is important to expanding our consumer base. If we are unable to maintain or enhance our brands in current or new markets, or if we fail to continue to successfully market and sell our products to our existing consumers or expand our consumer base, growth strategy, business, financial condition and results of operations could be harmed.

We currently derive our revenue from a limited number of product categories and any event that adversely affects the demand for our products in those product categories may harm our growth strategies and business prospects.

In 2023, we generated approximately 29%, 14%, 29% and 24% of our total revenue from lighting products, electrical products, household appliances and pet products, respectively. In 2024, we generated approximately 31%, 14%, 25% and 23% of our revenue from the same product categories.

A decrease in the demand for any of these product categories could have a material and adverse effects on our business prospects. While we have expanded and diversified our product category offerings and revenue sources, sales in new product categories may not reach a level that would reduce our dependence on our existing product categories. In addition, if we are unable to deliver consistently high quality products in our new product categories, the number of customers for our products may decline. Our failure to successfully introduce new product categories may have a material and adverse effect on our business prospects and limit our growth.

We are subject to certain risks relating to the warehousing of our products.

Before delivery of our products to customers, we store them in our twelve warehouses in Spain, Italy, Poland, the PRC, Germany, United Kingdom and France. If any accidents, including fires, were to occur, causing damage to our products or our warehouses, our ability to supply products to our customers on time and our market reputation, financial condition, results of operations could be materially and adversely affected.

Over 80% of our warehouses in terms of area are currently leased properties. When any of our current leases expires, we cannot assure you that relevant premise for a new lease term or suitable alternative locations will be readily available on commercially reasonable terms. If we fail to extend or renew our current leases and are unable to locate desirable alternatives, our business, financial condition and results of operations could be materially and adversely affected.

Our leased property interests in China may be defective and our right to use the properties may be challenged, or we may fail to extend or renew our current leases or locate desirable alternatives for our inventories on commercially acceptable terms, which could materially and adversely affect our business.

We presently lease several premises in China. Among them, the buildings involved in the following leased property interests of Fuzhou Aigostar have not yet been granted the legal title certificate: (1) the 5th-floor rooftop structure of about 900 square meters of Building 26, Juyuanzhouyuan, Jinshan Industrial Zone, No. 618 Jinshan Avenue, Jianxin Town, Cangshan District, Fuzhou, with a lease term from March 13, 2024 to March 12, 2027; and (2) the 5th-floor rooftop structure of about 400 square meters in Building 26, Juyuanzhouyuan, Jinshan Industrial Zone, No. 618 Jinshan Avenue, Jianxin Town, Cangshan District, Fuzhou, with a lease term from April 1, 2024 to March 31, 2027. However, as advised by our PRC counsel, Dacheng, our lease contract may be deemed invalid because the lessor does not have the legal title certificate. According to the Interpretation of the Supreme People’s Court on Several Issues concerning the Application of Law in the Trial of Cases about Disputes over Lease Contracts on Urban Buildings, a lease contract signed by a lessor and a lessee with regard to a property for which no construction project planning permit is obtained or which is not constructed in conformity with the provisions in the construction project planning permit is invalid. As of the date of this prospectus, the lessor of the property fails to provide valid proof of ownership of the premises or construction project planning permit, and we may not be able to continue to use Fuzhou Aigostar’s leased properties if the lessor fails to obtain proof of ownership or construction project planning permit. In accordance with the foregoing judicial interpretation, if our lease is deemed invalid, we may have to find a new warehouse for storage and our business could be materially and adversely affected.

Furthermore, under PRC laws, all lease agreements are required to be registered with the local housing authorities. Currently all of our lease agreements in China have not been registered with the relevant authorities. Failure to complete these required registrations may expose us to potential monetary fines ranging from RMB1,000 to RMB10,000.

When our current leases expire, we may be unable to extend or renew our leases for reasons such as unavailability of the relevant premises for a new lease term or substantially higher rent demanded by the owners. We cannot assure you that suitable alternative locations will be readily available on commercially reasonable terms, or at all, and if we are unable to relocate our operations in a timely manner, our operations may be adversely affected.

We use third-party couriers to deliver our products and their failure to provide high quality delivery services or our failure to effectively manage our relationships with them may materially and adversely affect our business, financial condition and results of operations.

We use a network of third-party courier companies to deliver our products to customers. Interruptions to or failure in these third parties’ shipping services could prevent the timely delivery of our products. These interruptions may be due to unforeseen events such as inclement weather, natural disasters, import or export restrictions, or labor unrest, which may be beyond our control or the control of these third-party couriers. For example, our cost of revenue increased and our gross profit margin decreased in 2024 compared to the same period in 2023. One of the important factors being the increase of shipping clearance fee during the first half year of 2024 due to the situation in the Red Sea. In particular, the situation in the Red Sea led to longer delivery time as ships had to take detours, which in turn caused increase in shipping costs, shortage of cabin spaces and containers, and increase in shipping

clearance fees. We tried to mitigate the cost increase by bulking our shipment in a more concentrated manner, negotiating package prices with ship owners, and locating cabin spaces offered at discounts due to other canceled bookings.

If we do not deliver products in a timely manner or deliver damaged products, our customers may refuse to accept our products and become less confident in us. Many of our products, such as pet products and holiday special products, may be specifically sensitive to delivery delay given that they are often purchased in anticipation of a specific date or limited period of time. If our third-party couriers fail to deliver in a timely manner, or cause harm to our products during delivery, we may face additional costs or even legal actions. In addition, our third-party couriers may also offer us less favorable terms, which may increase our shipping cost and materially and adversely affect our financial condition and results of operations.

We rely on community retail stores to sell our products to end consumers, and failure to maintain and further develop our relationships with these community stores may adversely affect our business, financial condition and results of operations.

We sell a significant amount of our products to community retail stores. In 2023 and 2024, sales to community stores contributed approximately 35% and 33%, respectively, to our total revenue. These community stores service end customers by stocking and displaying our products, explaining our products’ attributes and capabilities and sharing the story of our brands. Our relationships with these community stores are important to the recognizing of our brands and the marketing programs we continue to deploy. If we fail to maintain relationships with these community stores, our business, financial condition and results of operations could be adversely affected.

Our business, prospect and financial conditions may be adversely affected by our relationship with third-party e-commerce platforms.

In addition to our offline sales through community stores, distributors and other business customers and our online sale via our self-operated websites and Aigosmart APP, we also operate flagship stores on third-party e-commerce platforms, including Amazon, and other popular platforms in specific countries. Sales through these platforms have significantly contributed to our financial performance. Nevertheless, these e-commerce platforms may lose appeal to customers who need tailored services and specialized products. To the extent that we fail to leverage traffic on these third-party platforms, our flagship store sales may decline and we may experience difficulties in locating customers. At the same time, our cooperation with these third-party platforms may be negatively affected by a number of factors, including but not limited to higher commissions and fees, negative publicity and service outages of these platforms, all of which are beyond our control. If our relationship with these third-party platforms deteriorate or are terminated or if we fail to maintain the relationship on commercially viable terms, we may not be able to quickly locate alternative online sales channels. Hence, our operations and financial condition will be materially and adversely affected.

We plan to expand our own websites and mobile APP platforms. If we are not able to manage such expansion successfully, we may have to rely more substantially on third-party platforms, which may result in material and adverse effect on our business, financial condition and results of operations.

Although we have traditionally cooperated with third-party platforms such as Amazon, we believe our self-operated websites and Aigosmart APP are strategically essential to our success, especially with respect to our online selling. We intend to expand our websites and Aigosmart APP to provide more purchasing options for our customers. We cannot assure you that we will be able to manage our websites and Aigosmart APP in a cost-effective way. In addition, the expansion of our websites and APP will put pressure on our managerial, financial, operational and other resources. Another crucial point for us is to continue integrating and improving our websites and APP in collaboration with logistics companies. If we are unable to effectively manage our expansion of our websites and APP, we will have to rely more substantially on third-party platforms and be further subject to the rules and requirements of such third-party platforms, which may adversely affect our business, financial conditions, and results of operations.

Our offline sale relies substantially on our business customers (including community stores, supermarkets, distributors and construction project partners). Any failure to manage or maintain relationships with our business customers may adversely affect our business, financial condition and results of operations.

In many cases, we sell our products to our community stores, supermarkets, distributors, and construction partners (collectively, business customers) who on-sell our products, directly or indirectly, to end consumers. In 2023 and 2024, we generated approximately 50% of our total revenue from over 10,000 business customers globally. Any significant reduction in purchases, failure to obtain anticipated orders or delays or cancellations of orders by any of these major business customers, or significant pressure to reduce prices from any of these major business customers, could have a material adverse effect on our business, financial condition and results of operations. Factors that could affect our ability to maintain or expand our sales to these customers include:

•        failure to accurately identify the needs of our consumers;

•        a lack of consumer acceptance of new products or enhancements to existing products;

•        unwillingness of our key community stores to attribute value to our new or existing products;

•        failure to obtain shelf space from our community stores or supermarkets;

•        new, well-received product introductions by competitors;

•        damage to our relationships with key business customers due to brand or reputational harm;

•        delays or defaults on our customers’ payment obligations to us; and

•        store closures, decreased foot traffic, recessionary pressures, adverse economic or market conditions or other adverse effects, including public health crises such as the COVID-19 pandemic (or other future pandemics or epidemics).

We cannot ensure that our current business customers will continue to carry our current products, carry any new products that we develop or continue to operate. If we lose any of our key business customers or any key customer reduce their purchases of our existing or new products or promotes products of our competitors over ours, our sales would be harmed. Additionally, a significant deterioration in the financial condition of the retail industry in general could have a material adverse effect on our business, financial condition and results of operations.

Our expansion may lower our profit margins, and materially and adversely affect our business, financial condition and results of operations.

We have traditionally focused on the sale of lighting products, electrical products, household appliances and pet products, and derived a large percentage of our net revenue from such product categories. We have since expanded our offerings by increasing the number of products in our core categories of smart IoT products, especially smart household appliances. We have also introduced our own websites, such as https://www.aigostarstore.com/, www.noblezashop.com, and http://www.taylorswoden.com, as well as our own AigoSmart APP. This has required improvements to our technology and logistics infrastructure and increased marketing spending.

These new businesses involve risks and challenges different from the sale of our traditional product categories. We may introduce new product categories, which may increase the risks of inventory write-downs and financing costs. As a result, we may not be able to compete successfully in these new markets, our costs may increase and our revenue and profit margins may decrease, all of which may materially and adversely affect our business, financial condition and results of operations.

Our plan to expand our sales and marketing efforts may be costly, and any failure to manage our growth or execute our marketing strategies effectively may materially and adversely affect our business and prospects.

We plan to continue to utilize a number of marketing initiatives to promote our brand. We have invested and will need to continue to dedicate significant time, efforts, and resources to advertising and market promotion initiatives. Our sales and marketing expenses (including salaries of sales and marketing staff, advertising fee, commission of third-party e-commerce platforms, transportation expenses, warehouse expenses and other expenses) were approximately €65.0 million in 2023 and €69.9 million in 2024, representing approximately 43.0% and 39.3% of our revenue of the same periods, respectively. We may need to devote an even greater portion of our resources to continue to strengthen our brand recognition and build our user base, which may impact our profitability. We cannot

assure you that our marketing efforts will ultimately be successful, as it is affected by various factors, including the effectiveness of our marketing campaigns, our ability to provide consistent, high quality products, consumers’ satisfaction with our products, as well as supports and services we provide, among others.

In addition, any negative publicity related to our brand, products, suppliers, distributors, retail stores, third-party platforms or KOLs that we are associated with could have an adverse impact on our brand, which may materially and adversely affect our business and prospects.

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

We regard our trademarks, patents domain names, trade secrets, proprietary technologies and similar intellectual property critical to our success and we currently rely on a mix of trademark law, patent law, and confidentiality agreements with our employees, suppliers and others to protect our proprietary rights. Our trademarks and patents may be invalidated, circumvented or challenged. Confidentiality agreements may be breached and we may not have adequate remedies for any breach.

Our products may be counterfeited. Unauthorized imitation, replication of our design, infringement of our trademarks or labeling by third parties may affect our reputation and profitability. Although we monitor any unauthorized use of our registered designs and trademarks, counterfeiting or imitation of our products to ensure that our intellectual property rights are protected, we cannot assure you that counterfeiting and imitation would not occur, or if it does occur, that we would be able to detect and address the problem effectively. A significant presence of counterfeit products in the market could have a negative impact on the value and image of our brands, lead to loss of consumer confidence in our brands and materially and adversely affect our business, financial condition and results of operations.

Any failure to quickly identify and adapt to changing industry conditions and consumer preferences, especially in the industry of household appliances and pet products, may have a material and adverse effect on our business, financial condition and results of operations.

Our growth depends, in part, on our ability to successfully introduce new products to meet the evolving requirements of our customers and end consumers. This, in turn, depends on our ability to foresee and respond to evolving consumer trends, demands and preferences, especially those related to household appliances and pet products. The development and introduction of new products involve considerable costs, and may not generate sufficient customer interest or sales to cover their development or marketing expenses, which may reduce our operating income. In addition, any such unsuccessful effort may adversely affect our brand and reputation. To the extent that we are not able to successfully identify customer preferences, develop or promote new products, we may lose our competitive edge in the market and our business, financial condition and results of operations may be adversely affected.

If we are unable to attract, train and retain qualified personnel, our business, financial condition and results of operations may be materially and adversely affected.

Our business is supported and enhanced by a team of highly skilled employees who are critical to maintaining the quality and consistency of our business and reputation. It is important for us to attract qualified employees, especially our marketing personnel, our products managers, R&D personnel with high levels of experience in business marketing, creative design, and Internet-related services. Competition for these employees is intense. In order to attract prospective employees and retain current employees, we may have to increase our employee compensation by a larger amount and at a faster pace than expected, which would increase our operating expenses. In addition, we must hire and train qualified employees in a timely manner to keep pace with our rapid growth while maintaining the quality of our operations in various geographic locations.

We must also provide continuous training to our employees so that they have up-to-date knowledge of various aspects of our operations and can meet our demand for high quality services. If we fail to do so, the quality of our services may deteriorate in one or more of the markets where we operate, which may cause a negative perception of our brands and adversely affect our business. Finally, disputes between us and our employees may arise from time to time and if we are not able to properly handle our relationship with our employees, our business, financial condition and results of operations may be adversely affected.

Failure to protect confidential information of our customers and our network against security breaches could damage our reputation and substantially harm our business and results of operations.

A significant challenge to online commerce and communications is the secure transmission of confidential information over public networks. Online payments for our products are settled through third-party online payment service providers. We also share certain personal information about our customers with third-party delivery service providers, such as their names, addresses, and phone numbers. In such transactions, maintaining complete security for the transmission of confidential information is essential to maintain consumer confidence. We have no control over the security measures of third-party electronic payment service providers.

We may not be able to prevent third parties, such as hackers or criminal organizations, from stealing information provided by our customers to us through our websites, APP or third-party platforms. Furthermore, our third-party logistics and payment service providers may accidentally or purposefully disclose information about our customers. We may also accidentally disclose such information due to employee negligence.

Significant capital and other resources may be required to protect against security breaches or to alleviate problems caused by such breaches. The methods used by hackers and others engaged in online criminal activities are increasingly sophisticated and constantly evolving. Even if we successfully adapt to and prevent new security breaches, any perception by the public that online commerce and transactions are becoming increasingly unsafe could inhibit the growth of e-commerce and other online services generally, which, in turn, may reduce the number of purchase orders we receive. Any compromise of our security or third-party service providers’ security could materially and adversely affect our reputation, business, prospects, financial condition and results of operations.

Our business involves the potential for product recalls, product liability and other claims against it, which may materially and adversely affect our business, reputation and results of operations.

The quality and safety of our products are critical to our business. We may be exposed to product recalls, withdrawals, claims against product liability, and adverse publicity if our products are alleged to be fake, or cause injury or illness or if we are alleged to have violated governmental regulations. We may also voluntarily recall or withdraw products that we consider below our standards. Consumer concerns regarding the quality and safety of our products, whether justified or not, could adversely affect our brand reputation and business. A product recall or withdrawal could result in substantial and unexpected expenditures, destruction of product inventory and lost sales, which could reduce our cash flow and prevent us from achieving profitability. In addition, a product recall or withdrawal may have detrimental effects on our brand reputation, leading to increased scrutiny by regulatory agencies and sharp decrease in demand for our products, all of which require significant management attention. These could adversely impact our business, and consequently, adversely affect our results of operations and reputation.

Any material product liability claim, litigation or governmental enforcement action could materially and adversely affect our business, reputation and results of operations.

In addition, we allow our customers to return certain products and offer refunds, subject to our or third-party platforms’ return and refunds policy. If merchandise returns or refunds are significant or higher than anticipated and forecasted, our business, financial condition, and results of operations could be adversely affected.

We have been and may continue to be subject to litigations, allegations, complaints, investigations and penalties from time to time, which may adversely affect our business, financial condition and results of operations.

We may be subject to litigations, allegations, complaints, investigations and penalties from time to time relating to issues including intellectual property, employment and labor, product safety, personal injury, privacy, information security tax compliance, as well as licenses and permits. Legal proceedings are inherently uncertain, and any judgment, ruling, fine, penalty or injunctive relief entered against us or any adverse settlement in these or other future matters could result in harm to our reputation, sanctions, consent decrees, injunctions or orders requiring a change in our business practices or otherwise negatively affect our business, result in costly litigation, be harmful to our reputation and divert significant resources.

We currently rely on commercial banks and third-party online payment service providers for payment processing and escrow services. If these payment services are restricted or curtailed in any way, are offered to us on less favorable terms, or become unavailable to us or our buyers for any reason, our business may be materially and adversely affected.

Our customers may choose from a wide range of payment methods, including payment through commercial banks and third-party only payment service providers. We rely on third parties, such as commercial banks, PayPal, to provide certain payment processing services, including the processing of credit card and debit card transactions. Our business may be disrupted if these companies become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be interpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other types of online payments and our business and operating results could be adversely affected.

Fluctuations in currency exchange rates may make our growth and future prospects uncertain and difficult to evaluate.

We source our products primarily from China and sell to customers in approximately 40 countries and regions. We pay most of our suppliers in RMB, while we set our selling price in Euro and the majority of our customers pay for our products in Euro. As a result, our profit margin will decrease if Euro depreciates against RMB. In addition, some of our customers pay in local currencies other than Euros. The amount of such payment will change depending on the exchange rates of the local currencies against Euro. If Euro appreciates against these foreign currencies, our prices will become less competitive relative to those of our competitors who source and price their products in their respective local currencies. As a result, we may experience short-term fluctuations in our earnings derived from certain regions.

Our growth and profitability depend, to a significant extent, on international trade relationships between China and other countries and consumer confidence in Chinese products and any trade restrictions or losses in consumer confidence may materially and adversely affect our results of operations.

We are headquartered in China, source almost all of our products from China and a majority of our operational team members currently reside in China. As a result, if our consumers lose confidence in Chinese products or sovereign nations restrict trade with Chinese companies, we may suffer a competitive disadvantage. For example, any governmental initiatives to support locally produced goods with subsidies may render our goods relatively more expensive. In addition, countries could place quotas or taxes, such as retaliatory tariffs and anti-dumping restrictions, on goods produced in China, which would restrict our ability to export products to such countries.

We may not anticipate the promulgation or implementation of governmental policies, which may reflect or result from political relationships between the countries in which we conduct our business. To the extent that we suffer a competitive disadvantage as a result of restrictions in free trade or adverse consumer perceptions, our business, financial condition and results of operations may be materially and adversely affected.

Any catastrophe, including outbreaks of health pandemics and other extraordinary events, could severely disrupt our business operations.

Our operations are vulnerable to interruption and damage from natural and other types of catastrophes, including earthquakes, fire, floods, hail, windstorms, severe winter weather (including snow, freezing water, ice storms and blizzards), environmental accidents, power loss, communications failures, explosions, man-made events such as terrorist attacks and similar events. Due to their nature, we cannot predict the incidence, timing and severity of catastrophes. In November 2023, Italy was struck by exceptionally heavy floods. In 2022, Europe experienced extreme heat weather. In April 2025, the power systems of Spain and Portugal experienced a power blackout. Although the floods, heat weather and power blackout did not materially affect our business, other occurrences of natural disasters, as well as accidents and incidents of adverse weather in or around our warehouses, sourcing offices or suppliers may materially and adversely affect our business and results of operations. We may be particularly vulnerable to catastrophes in Europe, where most of our customers are located.

Changing climate conditions, primarily rising global temperatures, may be increasing, or may in the future increase, the frequency and severity of natural catastrophes. If any such catastrophe or extraordinary event occurs in the future, our ability to operate our business could be seriously impaired. Such events could make it difficult or impossible for us to deliver our services and products to our consumers and could decrease demand for our products. Our financial position and operating results could be materially and adversely affected in the event of any major catastrophic event.

In addition, our business could be materially and adversely affected by the outbreak of coronavirus disease (COVID-19) and severe acute respiratory syndrome (SARS) or other pandemics. Any occurrence of these pandemic diseases or other adverse public health developments in China, Europe or elsewhere could severely disrupt our staffing or the staffing of our suppliers and couriers and otherwise reduce the activity levels of our work force and the work force of our suppliers and couriers, causing a material and adverse effect on our business operations.

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

Our ongoing ability to generate cash is important for funding our continuing operations, making acquisitions and servicing our indebtedness. To the extent that existing cash balances and cash flow from operations, together with borrowing capacity are insufficient to make investments or acquisitions or provide needed working capital, we may require additional financing from other sources. In addition, our ability to undertake large investments or consummate significant acquisitions will depend on the availability of equity and debt financing. Our ability to obtain such additional financing in the future will depend in part upon prevailing capital market conditions and conditions in our business and our operating results. Those factors may affect our efforts to arrange additional financing on terms acceptable to us. We cannot assure you that we will be able to obtain new financings in the future on favorable terms or at all.

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

In the course of preparing our consolidated financial statements, we have identified a material weakness and other control deficiencies in our internal control over financial reporting, which, as of the date of this prospectus, have not been remediated. If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud and investor confidence in our company and the market price of the shares may be adversely affected.

Prior to this offering, we have been a private company with limited accounting and financial reporting personnel and other resources to address our internal controls and procedures. In connection with the audits of our consolidated financial statements included in this prospectus, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. As defined in the standards established by the Public Company Accounting Oversight Board of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified related to our (i) lack of sufficient accounting and financial reporting personnel with requisite knowledge and experience in application of U.S. GAAP and SEC rules and (ii) lack of financial reporting policies and procedures that are commensurate with U.S. GAAP and SEC reporting requirements.

We have since hired certain mid-level financial staff with U.S. GAAP and/or SEC reporting experience. We are in the process of implementing a number of measures to address these material weaknesses identified, including: (i) continuing to hire additional accounting and financial reporting personnel with U.S. GAAP and SEC reporting experience, (ii) expanding the capabilities of existing accounting and financial reporting personnel through

continuous training and education in the accounting and reporting requirements under U.S. GAAP, and SEC rules and regulations, (iii) developing, communicating and implementing an accounting policy manual for our accounting and financial reporting personnel for recurring transactions and period-end closing processes, and (iv) hiring an external consulting firm to assist in the design and implementation of effective monitoring and oversight controls to identify non-recurring and complex transactions to ensure the accuracy and completeness of our company’s consolidated financial statements and related disclosures.

While we are working to remediate these material weaknesses as quickly and efficiently as possible, at this time we cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan. These remediation measures may be time consuming, costly and might place significant demands on our financial and operational resources. If we are unable to successfully remediate these material weaknesses, and if we are unable to produce accurate and timely financial statements, our financial statements could contain material misstatements that, when discovered in the future, could cause us to fail to meet our future reporting obligations and cause the price of our securities to decline.

As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We have elected to take advantage of such exemptions. See “Risk Factors — Risks Related to This Offering — We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors.”

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

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally, if we fail to achieve and maintain an effective internal control environment, it could result in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, results of operations, financial condition and prospects, as well as the trading price of our ordinary shares, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

Risks Related to Our Legal and Regulatory Environment

PRC regulatory authorities could disallow our holding company structure.

Aigo Holding Limited is not an operating company but a Cayman Islands holding company with operations primarily conducted through its wholly-owned subsidiaries in China, the European Union, the United Kingdom and the United States. Under this holding company structure, investors in our ordinary shares are purchasing equity interests in

the Cayman Islands holding company. This holding company structure involves unique risks to investors and investors may never hold equity interests in our operating subsidiaries. Chinese regulatory authorities could disallow our structure which, in turn, would likely result in a material change in our operations or the value of our ordinary shares. In such an event, the value of our ordinary shares you invest in could significantly decline or become worthless.

Laws regulating foreign investment in China include the PRC Foreign Investment Law effective from January 1, 2020, and the Regulation on Implementing the PRC Foreign Investment Law, or the Implementation Regulations, effective from January 1, 2020. The PRC Foreign Investment Law specifies that foreign investments shall be conducted in line with the “negative list” to be issued or approved to be issued by the State Council. While we do not operate in an industry that is currently subject to foreign investment restrictions or prohibition in China, it is uncertain whether our industry will be named in an updated “negative list” to be issued in the future. If our industry is added to the “negative list” or if the PRC regulatory authorities otherwise decide to limit foreign ownership in our industry, there could be a risk that we would be unable to do business in China as we are currently structured. If any new laws and/or regulations on foreign investments in China are promulgated and implemented, such changes could have a significant impact on our current corporate structure, which in turn could have a material adverse impact on our business and operations, our ability to raise capital and the market price of our ordinary shares. In such event, despite our efforts to restructure to comply with the then applicable PRC laws and regulations in order to continue our operations in China, we may experience material changes in our business and results of operations, our attempts may prove to be futile due to factors beyond our control, and the value of the ordinary shares you invest in may significantly decline or become worthless.

The PRC government’s significant oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ordinary shares.

We conduct our business primarily through our subsidiaries in China, the EU, the U.S. and the UK. Our operations in China are governed by PRC laws and regulations. The PRC government has significant oversight and discretion over the conduct of our business, and may intervene or influence our operations as part of its efforts to enforce PRC law, which could result in a material adverse change in our operations, and our ordinary shares may decline in value or become worthless. The PRC government has recently published new policies that significantly affected certain industries and we cannot rule out the possibility that it will in the future release regulations or policies that directly or indirectly affect our industry or require us to seek additional permission to continue our operations. Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting our business. In addition, the PRC government has exerted more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers. Such actions could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our ordinary shares to significantly decline or be worthless. For more details, see “Risk Factors — Risks Related to Our Legal and Regulatory Environment — In addition to the filing with the CSRC per the requirements of the Trial Measures, other approval of or filing with the CSRC or other PRC government authorities may be required in connection with our previous or future offshore offerings under PRC laws, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing” on page 37.

Any failure by us to meet with the PRC legal system could adversely affect us.

The PRC legal system is a civil law system based on written statutes, where prior court decisions have limited precedential value.

We are subject to a variety of laws and regulations in the PRC regarding our capital raising activities, which may be continuously evolving and under development, as rules and regulations in China can change quickly with little advance notice. Rules and regulations in China are subject to changes by the relevant authorities. Sometimes such authorities will publish draft of the revisions to existing rules and regulations for public comments and consultation before enacting such revisions. But such consultations are done on case-by-case basis and we otherwise lack public channels to learn the extents of the revisions beforehand, in which case we might have limited time to ensure timely compliance upon the enactment of such revisions. For instance, on February 17, 2023, the CSRC released the New Regulations on Filing, which was formally implemented on March 31, 2023. Under New Regulations on Filing, a filing-based regulatory system will also be applied to “indirect overseas offering and listing” of PRC domestic companies, and those PRC domestic companies that have submitted a valid application for an overseas offering and listing but have not received consent from the overseas regulator or overseas stock exchange before March 31, 2023, such as shall complete the filing with CSRC before the completion of this offering.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC judicial and administrative authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be difficult to predict the outcome of a judicial or administrative proceeding. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business and results of operations.

We may not always be aware of any potential violation of government policies and rules that may not be made available to us in a timely manner. Such unpredictability towards our contractual, property (including intellectual property) and procedural rights could adversely affect our business and impede our ability to continue our operations.

The PRC government may exert substantial influence over the manner in which we conduct our business operations. It may influence or intervene in our operations at any time as part of its efforts to enforce PRC law, or exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material adverse change in our operations and the value of our ordinary shares.

We are headquartered in China, and our PRC subsidiaries are governed by PRC laws, rules and regulations. The PRC government may exert substantial influence over the conduct of our business, and may intervene in or influence our operations at any time as part of its efforts to enforce PRC law. The PRC government has recently published new policies that substantially affected certain industries. We cannot rule out the possibility that it will in the future release regulations or policies that directly or indirectly affect our industry or require us to seek additional permission to continue our operations, which could result in a material adverse change in our operation and/or the value of our ordinary shares. Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting our business.

The Chinese government has exerted more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers. Such actions may significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our ordinary shares to significantly decline or be worthless. The Chinese government may influence or intervene in our operations at any time as part of its efforts to enforce PRC law, or exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material adverse change in our operations and the value of our ordinary shares. For more details, see “— Risks Related to Our Legal and Regulatory Environment — In addition to the filing with the CSRC per the requirements of the Trial Measures, other approval of or filing with the CSRC or other PRC government authorities may be required in connection with our previous or future offshore offerings under PRC laws, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing” on page 37.

We are subject to governmental export and import controls, customs and economic sanction laws that could subject us to liability and impair our ability to compete in international markets.

The European Union, the United States and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of certain products, as well as customs and other import regulatory requirements. Our products may be subject to export controls imposed by various countries. Compliance with applicable regulatory requirements regarding the import and export of our products may create delays in the introduction of our products in international markets and, in some cases, prevent the export of our products to some countries altogether. Over the past year, several countries have imposed far-reaching export controls with respect to geopolitical conflicts in addition to export control measures targeting certain industries. Although we do not believe our products are directly impacted by these recent measures, we cannot rule out the possibility that these measures could have an indirect negative impact on our business.

We could also be subject to future enforcement action with respect to compliance with governmental export and import controls, customs laws and economic sanctions laws that result in penalties, costs and restrictions on export privileges that could have an adverse effect on our business, financial condition and results of operations.

The PRC government may intervene in or influence our operations in China or the operations of our third party suppliers, which could result in a material change in our business, financial condition and results of operations as well as the value of our ordinary shares.

Currently, we maintain operations in China where various third-party suppliers manufacture a majority of our products. The Chinese government has oversight over the conduct of these suppliers in China and may intervene or influence their operations as the government deems appropriate to further regulatory, political and societal goals. The Chinese government has recently published new policies that significantly affect certain industries and we cannot rule out the possibility that it will, in the future, implement regulations or policies that impact our business or the business of our suppliers, which may adversely affect our business, financial condition and results of operations.

The continued U.S. regulatory and legislative focus, including the enactment of the HFCAA, may adversely affect the market price of our ordinary shares and may eventually require us to delist our securities from the U.S. markets.

Under U.S. securities laws, publicly listed companies are required to have their financial statements audited by independent public accounting firms registered with the PCAOB. Under the Sarbanes-Oxley Act, the PCAOB is required to inspect the PCAOB-registered accounting firms to assess compliance with auditing standards and bring enforcement actions for non-compliance with such standards. If requested by the PCAOB or the SEC, PCAOB-registered accounting firms are required to provide the audit work papers and other related information for inspection. However, Article 177 of the revised PRC Securities Law prohibits, without the approval of the securities regulatory authority in China, (i) foreign securities regulators from engaging in any inspection activities within China and (ii) anyone from providing any documents or materials relating to capital markets activities to foreign parties.

To seek a framework for cooperation, in May 2013, the PCAOB entered into a Memorandum of Understanding on Enforcement Cooperation, or the MOU, with the CSRC and the MoF, which establishes a cooperative framework among the parties for the production and exchange of audit documents relevant to investigations undertaken by the PCAOB, the CSRC or the MoF in the United States and the PRC, respectively. Despite the MOU, the Chairmen of each of the SEC and the PCAOB issued a joint statement in December 2018 alleging continuing, significant issues relating to the ability of the PCAOB to inspect the audit work papers and practices of PCAOB-registered accounting firms in China with respect to their audit work of U.S.-listed companies with operations in China. The SEC and the PCAOB reiterated these allegations and highlighted such risks in another joint statement in April 2020.

As part of the continued regulatory scrutiny in the United States on access to audit and other information currently protected by laws in China, in December 2020, the U.S. Congress passed the Holding Foreign Companies Accountable Act, or the HFCAA, which had passed the U.S. Senate in May 2020. The HFCAA was signed into law by the President in December 2020. The HFCAA amended the Sarbanes-Oxley Act to require the SEC to determine each company that is required to file periodic reports with the SEC that has retained an accounting firm: (i) that is located in a foreign jurisdiction and (ii) whom the PCAOB is unable to inspect or investigate due to the position taken by an authority in the foreign jurisdiction (as determined by the PCAOB). If the SEC determines that the PCAOB has been unable to inspect or investigate such accounting firm for three consecutive years, it will prohibit such company from trading its securities on a U.S. securities exchange or in any “over-the-counter” exchange. In addition, in August 2020, the President’s Working Group on Financial Markets, or the PWG, released a report recommending that the SEC take certain steps, including adopting enhanced listing standards on U.S. stock exchanges, to protect U.S. investors from the perceived risks of Chinese companies. This would require, as a condition to initial and continued listing on a U.S. stock exchange, PCAOB access to work papers of the principal audit firm for the audit of the listed company.

On September 22, 2021, the PCAOB adopted PCAOB Rule 6100, Board Determinations Under the HFCAA, which was approved by the SEC on November 4, 2021. The PCAOB Rule 6100 establishes a framework for the PCAOB to make determinations as to whether PCAOB is unable to inspect an audit firm in a foreign jurisdiction, or a PCAOB-Identified Firm, including the timing, factors, bases, publication and revocation or modification of such determinations, and such determinations will be made on a jurisdiction-wide basis in a consistent manner applicable to all firms headquartered in the jurisdiction. On December 16, 2021, pursuant to PCAOB Rule 6100, PCAOB issued a report setting forth the PCAOB-registered public accounting firms headquartered in Mainland China and Hong Kong that it is unable to inspect or investigate completely, because of positions taken by PRC authorities in those jurisdictions.

On December 2, 2021, the SEC adopted amendments to finalize the interim final rules adopted earlier on March 24, 2021 relating to the implementation of certain disclosure and documentation requirements of the HFCAA, or final amendments. Pursuant to the final amendments, promptly after filing an annual report, the SEC will evaluate whether the annual report contains an audit report signed by a PCAOB-Identified Firm. Once a registrant has been so identified, the SEC will provisionally identify such issuer as a “Commission-Identified Issuer” on its website. For a period of 15 business days after the provisional identification, a registrant may contact the SEC if it believes it has been incorrectly identified and may provide evidence supporting such claims. After reviewing the information, the registrant will be notified whether the SEC will conclusively identify the registrant as a “Commission-Identified Issuer.” The SEC will identify registrants pursuant to the HFCAA based on the PCAOB’s determination and on registrants’ annual reports for fiscal years beginning after December 18, 2020. If we are conclusively identified as a “Commission-Identified Issuer” for three consecutive years, the SEC will impose an initial trading prohibition on us as soon as practicable. If the SEC ends the initial trading prohibition and, thereafter, we are again determined to be a “Commission-Identified Issuer,” the SEC will impose a subsequent trading prohibition on us for a minimum of five years. To end an initial or subsequent trading prohibition, we must certify that we have retained or will retain a registered public accounting firm that the PCAOB has determined it is able to inspect or investigate. To make that certification, we must file financial statements that include an audit report signed by such a registered public accounting firm.

Furthermore, on December 29, 2022, the Consolidated Appropriation Act, 2023 was enacted. Among other things, it amended the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.

On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the MoF which contains provisions that, if abided by, would give the PCAOB access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong completely. On December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB registered public accounting firms headquartered in mainland China and Hong Kong in 2022. The PCAOB vacated its previous determinations accordingly. As a result, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA.

However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC and the PCAOB. The PCAOB is expected to continue to demand complete access to inspections and investigations against accounting firms headquartered in mainland China and Hong Kong in the future and states that it has already made plans to resume regular inspections in early 2023 and beyond. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of our securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and we continue to use such accounting firm to conduct audit work, we would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if we were so identified for two consecutive years, trading in our securities on U.S. markets would be prohibited. Such a prohibition would substantially impair your ability to sell or purchase the shares when you wish to do so. The market price of the shares could be materially and adversely affected as a result of anticipated negative impacts of these actions upon, as well as negative investor sentiment towards, companies with significant operations in China that are listed in the United States, regardless of whether these actions are implemented and regardless of our actual operating performance. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition and prospects.

Complying with evolving laws and regulations regarding cybersecurity, information security, privacy and data protection and other related laws and requirements may entail significant expenses which may have an adverse effect on our business, financial conditions and results of operations.

The PRC regulatory and enforcement regime with regard to data security and data protection is evolving. We may be required by Chinese governmental authorities to share personal information and data that we collect to comply with PRC laws relating to cybersecurity. All these laws and regulations may result in additional expenses

to us and subject us to negative publicity which could harm our reputation and negatively affect the trading price of our ordinary shares. There are also uncertainties with respect to how these laws will be implemented in practice. PRC regulators have been increasingly focused on regulation in the areas of data security and data protection. See “Regulation — Regulations on Cybersecurity, Data Security and Personal Information Protection.” We expect that these areas will receive greater attention and focus from regulators, as well as attract continued or greater public scrutiny and attention going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data security and protection. We cannot assure you that the measures we have taken are always sufficient and effective. If we are unable to manage these risks, we could become subject to penalties, fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.

In addition to our operations in mainland China, we also have subsidiaries in Hong Kong. To the extent we have accessed data in Hong Kong, we believe we have been in compliance with relevant laws and regulations in Hong Kong regarding data securities. We believe that the laws and regulations in Hong Kong regarding data security do not have a material impact on our business. If certain laws and regulations in Hong Kong were to result in oversight over data security that impact our subsidiaries in Hong Kong, we may be required to incur additional cost to ensure our compliance to such laws and regulations, and any violation could result in a material adverse impact on our business, reputation and results of operations.

Recent greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our PRC subsidiaries’ business and our offering.

On December 28, 2021, 13 governmental departments of the PRC, including the CAC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures provide that, in addition to CIIO that intend to purchase Internet products and services, online platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The Cybersecurity Review Measures require that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.

On September 24, 2024, the State Council promulgated the Regulations on Network Data Security Management, which came into effect on January 1, 2025. The regulations aim to regulate network data processing activities, protect the legitimate rights and interests of individuals and organizations, and safeguard national security and public interests. They put forward general requirements and provisions for network data security, further specify rules concerning personal information protection, and fine-tune mechanisms for the management of important data which refers to the data in a specific field, group or region or with a certain precision and scale, which, once tampered with, destroyed, divulged, illegally obtained or illegally used, may directly endanger national security, economic operation, social stability, public health and security. Handlers of important data shall specify the person in charge of network data security and the management body for network data security. In addition, the regulations also stipulate the obligations for internet platform service providers, specifying data protection requirements for entities such as third-party service and product providers.

We currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future. Besides, we are not in possession of or otherwise holding any important data.

As of the date of this prospectus, we have not received any notice from any authorities identifying our PRC subsidiaries as CIIOs or handler of important data or requiring us to go through cybersecurity review or national security review by the CAC. It is the opinion of our PRC counsel, Dacheng, that neither the operations of our PRC subsidiaries, nor our listing are expected to be affected, and that we are not subject to cybersecurity review by the CAC under the Cybersecurity Review Measures, nor will any such entity be subject to the Regulations on Network Data Security Management, because our PRC subsidiaries are not CIIOs or online platform operators that possess personal information of at least one million users or engage in data processing activities that affect or may affect national security. We believe we are fully compliant with the regulations or policies that have been issued by the CAC to date.

There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Regulations on Network Data Security Management will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Regulations on Network Data Security Management. If any such new laws, regulations, rules, or implementation and interpretation come into effect, we expect to take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us. We cannot guarantee, however, that our PRC subsidiaries will not be subject to cybersecurity review and network data security review in the future. During such reviews, our PRC subsidiaries may be required to suspend their operations or experience other disruptions to their operations. Cybersecurity review and network data security review could also result in negative publicity with respect to our Company and diversion of our managerial and financial resources, which could materially and adversely affect our business, financial conditions, and results of operations.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries, which are treated as foreign-invested enterprises under PRC laws, through loans or capital contributions. However, loans by us to our PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE and capital contributions by us to our PRC subsidiaries are subject to registration with the SAMR or its local branch, reporting of foreign investment information with the PRC Ministry of Commerce, or registration with other governmental authorities in China.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, and last amended on March 23, 2023. According to Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third-party. Although Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and Circular 16 could result in administrative penalties. Circular 19 and Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

On October 23, 2019, SAFE promulgated the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment, or SAFE Circular 28, which permits non-investment foreign-invested enterprises to use their capital funds to make equity investments in China, with genuine investment projects and in compliance with effective foreign investment restrictions and other applicable laws.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans or future capital contributions by us to our PRC subsidiaries. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiaries when needed. If we fail to complete such registrations or obtain such approvals, our ability to use foreign currency, including the proceeds we received from this offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

We may rely on dividends and other distributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business. To the extent our cash is in mainland China or Hong Kong or held in our subsidiaries in mainland China or Hong Kong, the funds may not be available to fund operations or for other use outside of mainland China and Hong Kong due to interventions in, or the imposition of restrictions and limitations on, the ability of us or our subsidiaries by the PRC government to transfer cash.

Aigo Holding Limited is a holding company incorporated in the Cayman Islands. We rely on dividends and other distributions on equity paid by our subsidiaries, including our PRC subsidiaries and subsidiaries located in the European Union, the UK and the U.S., for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur outside of the PRC. Current mainland China regulations permit our mainland China subsidiaries to pay dividends to us only out of their accumulated after-tax profits upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. These reserves, together with the registered capital, are not distributable as cash dividends. Additionally, if our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends or make other distributions to us. To the extent our cash is in mainland China or Hong Kong or held in our subsidiaries in mainland China or Hong Kong, the funds may not be available to fund operations or for other use outside of mainland China and Hong Kong due to interventions in, or the imposition of restrictions and limitations on, the ability of us or our subsidiaries by the PRC government to transfer cash.

Any limitation on the ability of our PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are tax resident.

If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the Enterprise Income Tax Law and its implementing rules, enterprises established under the laws of jurisdictions outside of China with “de facto management bodies” located in China may be considered PRC tax resident enterprises for tax purposes and may be subject to the PRC enterprise income tax at the rate of 25% on their global income. “De facto management body” refers to a managing body that exercises substantial and overall management and control over the production and operations, personnel, accounting and assets of an enterprise. The SAT issued the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009, which was most recently amended on December 29, 2017. Circular 82 provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC enterprise groups. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management and the management department is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions and minutes, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives

habitually reside in the PRC. If we were to be considered a PRC resident enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our profitability and cash flow may be materially reduced as a result of our global income being taxed under the Enterprise Income Tax Law. In addition, our shareholders may be subject to PRC tax, as described in “— Dividends paid to our foreign investors and gains on the sale or other disposition of the ordinary shares by our foreign investors may become subject to PRC tax” below. We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.”

In addition to the filing with the CSRC per the requirements of the Trial Measures, other approval of or filing with the CSRC or other PRC government authorities may be required in connection with our previous or future offshore offerings under PRC laws, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, the State Administration of Taxation, or the SAT, the State Administration for Industry and Commerce, currently known as the SAMR, the CSRC, and the State Administration of Foreign Exchange, or the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle that is controlled by PRC domestic companies or individuals and that has been formed for the purpose of an overseas listing of securities through acquisitions of PRC domestic companies or assets to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

While the application of the M&A Rules remains unclear, it is the opinion of our PRC counsel, Dacheng, that the CSRC approval is not required under the M&A Rules in the context of this offering because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings under the prospectus are subject to the M&A Rules; and (ii) we established our PRC subsidiary, Fuzhou Aigo Juxing Investment Co. Ltd. (WFOE), by means of direct investment rather than by merger with or acquisition of PRC domestic companies. However, our PRC legal counsel has further advised us that there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering, and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. There can be no assurance that the relevant PRC government agencies, including the CSRC, would reach the same conclusion as that of our PRC legal counsel. If the CSRC or other PRC regulatory body subsequently determines that we need to obtain the CSRC’s approval for this offering or if the CSRC or any other PRC government authorities promulgates any interpretation or implements rules before our listing that would require us to obtain CSRC or other governmental approvals for this offering, we may face adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from this offering into the PRC or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as our ability to complete this offering. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ordinary shares offered by this prospectus. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery may not occur. In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring us to obtain their approvals for this offering, we may be unable to obtain waivers of such approval requirements. Any uncertainties and/or negative publicity regarding such approval requirements could have a material adverse effect on the trading price of our shares.

Moreover, the Chinese government has also reiterated its intention to oversight over the offshore listing activities of Chinese companies. On December 24, 2021, the CSRC published draft Administration Provisions and the draft Filing Measures for public comments. These Draft Regulations require “PRC domestic companies” that directly or indirectly issue or list their securities overseas to file with CSRC certain required documents. On February 17, 2023, the CSRC promulgated the Trial Measures, and the relevant five guidelines, which became

effective on March 31, 2023. The Trial Measures will comprehensively improve and reform the existing regulatory regime for overseas offering and listing of PRC domestic companies’ securities and will regulate both direct and indirect overseas offering and listing of PRC domestic companies’ securities by adopting a filing-based regulatory regime. Pursuant to the Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Trial Measures provides that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China. Pursuant to the Trial Measures, where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for initial public offering and listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted, and shall complete the filing before the completion of their overseas offering and listing.

According to the Trial Measures, where a domestic company fails to fulfill filing procedure or in violation of the provisions as stipulated above, in respect of its overseas offering and listing, the CSRC shall order rectification, issue warnings to such domestic company, and impose a fine ranging from RMB1,000,000 to RMB10,000,000. Also, the directly responsible person-in-charge and other directly responsible persons of such domestic company may be warned and imposed fines, and the controlling shareholders and the actual controllers of such domestic company that organize or instruct the aforementioned violations shall be imposed fines. The filing procedure with the CSRC under the Trial Measures is required for this offering and any future offerings, listing or any other capital raising activities, it is uncertain whether we could complete the filing procedure in a compliant and timely manner, or at all. During the filing process, we may need to revise and update the disclosure of PRC laws and regulations and PRC legal matters in the prospectus as required by the CSRC. In addition, the Trial Measures may subject us to additional compliance requirement in the future, and we cannot assure you that we will be able to get the clearance of filing procedures under the Trial Measures on a timely basis, or at all. Any failure of us to fully comply with the Trail Measures may significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause our ordinary shares to significantly decline in value or become worthless.

On February 24, 2023, the CSRC, together with other PRC government authorities, released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises, or the Confidentiality and Archives Administration Provisions, which came into effect on March 31, 2023. The Confidentiality and Archives Administration Provisions require, among others, that PRC domestic enterprises seeking to offer and list securities in overseas markets, either directly or indirectly, shall establish the confidentiality and archives system, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of PRC government agencies to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that providing or publicly disclosing by domestic companies, or providing or publicly disclosing through its overseas listing entities, to the relevant securities companies, securities service agencies, overseas regulatory authorities and other entities or individuals documents and materials that may adversely affect national security or public interests after leakage, the domestic enterprise shall strictly go through the corresponding procedures in accordance with relevant laws and regulations. Where a domestic company provides to the relevant securities companies, securities service institutions, overseas regulatory authorities and other entities or individuals, any accounting records or duplicates of such accounting records, it shall complete relevant procedures according to the relevant regulations. The Confidentiality and Archives Administration Provisions were also newly published, and there remains uncertainty as to their interpretation, application and implementation.

As advised by Dacheng, our PRC counsel, taking into consideration the abovementioned criteria, this offering is an indirect offering under the Trial Measures, and we are subject to the filing requirements of the CSRC. We are required to fulfill the filing procedure with the CSRC in accordance with the Trial Measures. On July 2, 2024,

we submitted our filing materials and applied for registration to the CSRC in accordance with the requirements of the Trial Measures. As of the date of this prospectus, we have completed the filing for this offering with the CSRC in compliance with the Trial Measures and the CSRC has concluded the filing procedure and published the filing results on the CSRC website on March 18, 2025. As a result, we have received all requisite permissions and/or approvals from the CSRC in connection with this offering. As of the date of this prospectus, except for the comments from the CSRC regarding the filing materials, neither we nor our PRC subsidiaries have received any inquiry, notice, warning, or sanction regarding our planned overseas listing from the CSRC or any other PRC governmental authorities. However, if the CSRC later determines that the disclosures in our filing for this offering are inadequate or not in full compliance with its requirements or standards, we may face fines and penalties imposed by the CSRC. Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our listing on a U.S. exchange.

We may be subject to future tax audits, and our intercompany sale may be challenged as transfer pricing, resulting in higher taxes or penalties.

We operate in multiple jurisdictions, are taxed pursuant to the tax laws of each of these jurisdictions and may be subject to future tax audits in each of these jurisdictions. Because we have substantial operations in a number of locations worldwide, tax authorities in various jurisdictions may raise questions concerning matters such as transfer pricing, whether revenue or expenses should be attributed to particular countries, and other tax-related matters. A material assessment by a tax authority in any jurisdiction could require that we make significant cash payments without reimbursement. In addition, the sale of our products from our PRC companies to our European and Hong Kong-based companies puts us at risk for transfer pricing. If tax authorities in any of these countries were to successfully challenge our intercompany sale as not reflecting arms’ length transactions, they could require us to adjust our prices and thereby reallocate our income to reflect these revised prices. If this were to occur, our business, financial condition and results of operations could be adversely affected.

We may be subject to civil complaints and regulatory actions under certain laws and regulations relating to labor, social insurance and housing provident fund.

We are required under PRC laws and regulations to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other statutory employee benefits, such as pensions insurance, medical insurance, unemployment injury insurance, maternity insurance, and work-related injury insurance to designated government agencies for the benefit of our employees. The relevant government agencies may examine whether we are in compliance with the relevant labor laws and regulations. Failure to make full payment of the requisite statutory employee benefits and any potential non-compliance may subject us to late payment fees, fines, and/or other penalties. If the relevant PRC authorities determine that we shall make supplemental social insurance and housing fund contributions or that we are subject to fines and legal sanctions in relation to our failure to make social insurance and housing fund contributions in full for our employees, our business, financial condition and results of operations may be adversely affected.

Our business is subject to the laws of various jurisdictions, many of which are unsettled and still developing and could subject us to claims or otherwise harm our business.

We are subject to a variety of laws in various jurisdictions, including Mainland China, Hong Kong, Spain, Italy, and other jurisdictions, including laws regarding data protection, privacy and consumer protection, that are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting. For example, regulatory authorities around the world are going through a series of promulgation on laws and regulations concerning data protection, personal information protection, cybersecurity, and other matters that may be applicable to our business. It is also likely that as our business grows and evolves and our solutions are used in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. It is difficult to predict how existing laws will be applied to our business and the new laws to which we may become subject.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

•        our goals and strategies;

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

•        the expected growth of the consumer product industry;

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

•        our expectations regarding our bases of customers;

•        our plans to invest in our products and services;

•        competition in the consumer product industry;

•        our plans to expand in various geographic markets;

•        our plans to further develop the IoT upgrading of our products;

•        our expectations regarding our sales channels;

•        our planned use of proceeds; and

•        relevant government policies and regulations relating to the consumer product industry.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. 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 thoroughly read this prospectus and the documents that we refer to herein with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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

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

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$6.72 million, or approximately US$8.10 million if the underwriters exercise their option to purchase additional ordinary shares in full, after deducting underwriting discounts and the estimated offering expenses payable by us and based upon an assumed initial offering price of $5.00 per Ordinary Share (the mid-point of the estimated public offering price range shown on the front cover of this prospectus). A US$1.00 increase (decrease) in the assumed initial public offering price of US$5.00 per ordinary share would increase (decrease) the net proceeds to us from this offering by US$1.84 million, after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assuming no change to the number of ordinary shares offered by us as set forth on the cover page of this prospectus.

We anticipate using the net proceeds of this offering as follows:

•        approximately 30.0% for research and development of new product lines, including the development of hardware and upgrading of our products;

•        approximately 20.0% for expanding our warehousing facilities, including purchasing warehouses for existing markets and establishing a warehousing system in new markets; in particular, we are focusing on the European market and seeking to purchase warehousing facilities in Spain, Italy, German, the United Kingdom, and France. As of the date of this prospectus, we did not identify, or engage in any material discussions regarding any particular target;

•        approximately 30.0% for branding and endorsement, strengthening market awareness, and expanding our sales channels; and

•        approximately 20.0% for general corporate purposes, including incremental costs associated with being a public company, and for potential acquisitions of, or investments in, other businesses or technologies that we believe we will complement our current operations and expansion strategies; as of the date of this prospectus, we were in the process of seeking potential acquisition opportunities and have not entered into any definitive acquisition agreement.

The foregoing represents our intentions as of the date of this prospectus with respect to the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds of the offering. The occurrence of unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus.

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

In utilizing the proceeds of this offering, we are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions, subject to satisfaction of applicable government registration and approval requirements. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See “Risk Factors — Risks Related to Our Legal and Regulatory Environment — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business” on page 35.

DIVIDEND POLICY

Our board of directors (“Board”) has discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, subject to any rights and restrictions for the time being attached to any shares, our Company may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by the Board. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our Company may only pay dividends out of profits or share premium, and provided always that, in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board may deem relevant.

In 2023 and 2024, our primary PRC operating company, Fuzhou Aigostar, paid cash dividends to its former shareholders in the amount of €1,153,000 and €1,479,000, respectively. Please see “Consolidated Statements of Changes in Shareholders’ Equity” on page F-5 for more details. In February and July 2024, Fuzhou Aigostar, our PRC operating company, paid dividends to its then shareholder, Mr. Fufei Lin, in the amount of approximately RMB4.28 million and RMB7.36 million, respectively. In March 2024, Fuzhou Aigostar declared dividends to its then shareholder, Fuzhou Aigo Juyou Investment Co. Ltd., in the amount of approximately RMB53.81 million. As of the date of this prospectus, we have not paid such declared dividend to Fuzhou Aigo Juyou Investment Co. Ltd. See also “Related Party Transactions — Amount Due to Related Parties.” Although we intend to distribute dividends in the future, the amount, timing, and whether or not we actually distribute dividends at all are at the discretion of our board of directors.

CAPITALIZATION

The following table sets forth our capitalization, as of December 31, 2024 as follows:

•        on an actual basis;

•        on an adjusted basis to reflect (i) a four for-one-stock split implemented on March 6, 2025, as a result of which, the authorized share capital of the Company became US$50,000 divided into 200,000,000 ordinary shares with a par value of US$0.00025 each and the issued and outstanding ordinary shares of the Company increased from 15,874,700 shares to 63,498,800 shares (the “Share Subdivision”); and (ii) the issuance of 1,433,929 ordinary shares at US$2.8 per share to certain investors and received gross proceeds of US$4,015,000 on May 30, 2025, following which the issued and outstanding ordinary shares of the Company increased from 63,498,800 shares to 64,932,729 shares (the “May Issuance”);

•        on a pro forma as adjusted basis to reflect the issuance and sale of the ordinary shares by us in this offering at the assumed initial public offering price of US$5.00 per ordinary share, which is the mid-point of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated discounts to the underwriters (assuming that all of the investors in this offering are introduced by the underwriters) and the estimated offering expenses payable by us and assuming no exercise of the underwriters of their over-allotment option; and

•        on a pro forma as adjusted basis to reflect the issuance and sale of the ordinary shares by us in this offering at the assumed initial public offering price of US$5.00 per ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated discounts to the underwriters (assuming that all of the investors in this offering are introduced by the underwriters) and the estimated offering expenses payable by us and assuming the underwriters exercise their over-allotment option in full.

You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

____________

(1)      Each $1.00 increase (decrease) in the assumed initial public offering price of $5.00 per ordinary share, the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus, would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $1.84 million, assuming the number of ordinary shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

(2)      Retroactively adjusted to reflect the Share Subdivision and the May Issuance.

(3)      See “Notes to Consolidated Financial Statements” on page F-8.

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 our net tangible book value per ordinary share after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently issued and outstanding Ordinary Shares.

Our net tangible book value as of December 31, 2024, adjusted to reflect the Share Subdivision and the May Issuance, was approximately US$28.2 million, or US$0.43 per ordinary share as of that date. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the additional proceeds we expect to receive from this offering, from the assumed initial public offering price of US$5.00 per ordinary share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after December 31, 2024, other than the Share Subdivision and the May issuance, to give effect to the sale of 2,000,000 ordinary shares offered in this offering at the assumed initial public offering price of US$5.00 per ordinary share, the mid-point of the estimated range of the offering price, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2024 would have been approximately US$34.9 million, or US$0.52 per ordinary share. This represents an immediate increase in net tangible book value of US$0.09 per ordinary share to the existing shareholders and an immediate dilution in net tangible book value of US$4.48 per ordinary share to investors purchasing ordinary shares in this offering. The following table illustrates such dilution:

Each US$1.00 change in the assumed public offering price of US$5 per ordinary share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by approximately US$1.84 million, the pro forma as adjusted net tangible book value per ordinary share after giving effect to this offering by US$0.03 per ordinary share, and the dilution in pro forma as adjusted net tangible book value per ordinary share to new investors in this offering by US$0.92 per ordinary share, assuming no change to the number of ordinary shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses.

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2024, the differences between existing shareholders and the new investors with respect to the number of ordinary shares purchased from us in this offering, the total consideration paid and the average price per ordinary share paid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include ordinary shares issuable upon the exercise of the over-allotment option granted to the underwriters.

____________

*        Presented on a retroactive basis to reflect the Share Subdivision and the May issuance.

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

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 the section entitled “Selected Consolidated Financial Data” and our combined and consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. We assume no obligation to update any of these forward-looking statements.

Overview

We are a consumer products provider well established in Southern Europe with global operations that extend into geographic regions including Europe, Asia, North America, Latin America and Africa. We primarily offer consumers lifestyle products through our various sales channels, with a particular focus on four main product categories: (i) lighting products; (ii) electrical products; (iii) household appliances; and (iv) pet products. We procure our products from third-party original design manufacturers (ODMs), or original equipment manufacturers (OEMs).

Our total revenue grew from €151.2 million in 2023 to €177.8 million (US$184.7 million) in 2024, driven by the growth across both our online and offline businesses. Our gross profit for 2023 and 2024 fiscal years was €75.4 million and €85.9 million (US$89.3 million), respectively, representing a 13.9% increase from 2023 to 2024. Our gross profit margin for 2023 and 2024 fiscal years was 49.9% and 48.3%, respectively.

We commenced our consumer product business in Spain in 2011 and have been steadily building our brand recognition and expanding our sales networks. We have been consistently making investment in brand building in recent years, our advertising expense recognized in sales and marketing expenses were approximately €0.35 million and €0.27 million in 2023 and 2024, respectively. In 2023 and 2024, we generated revenue from over 10,000 offline customers through our sales network across European countries (including Spain, Italy, Netherlands and Poland), from which we generated over 50% of our total revenue in the same year from a total of over 10,000 SKU. Approximately 60% of our revenue from European countries was generated from Spain and Italy in each of 2023 and 2024. We will continue to further develop our brand and product offerings and optimize our product mix catering to customers’ demands and drive customer spending and profitability.

Key Components of Results of Operations

Revenue

The following table sets forth a breakdown of our revenue, in absolute amounts and as a percentage of total revenue, for the periods indicated:

Revenue from sales of goods consists of the revenue generated from our online business and offline business. The growth of the revenue generated from our online business is mainly attributable to Amazon. Below is a breakdown of our revenue from sales of goods by nature, in absolute amounts and as a percentage of total revenue from sales of goods.

Our sales of business grew from €149.9 million in 2023 to €176.5 million (US$183.4 million) in 2024, primarily due to (i) a brand upgrade strategy since 2019 in order to achieve the goal of transitioning from a “branded” company to a “well-known brand” company; (ii) tactical measures such as Project Falcon, which is our branding initiative that offers our customers an integrated sales solution including store renovation and decoration, advertisement, and setting up sales areas dedicated to showcase our branded products; and inviting celebrities and KOLs for brand endorsements, in order to increase our brand influence in Europe; and (iii) the integration of our strategy and measures to comprehensively develop online channels in major European countries.

Our revenue from our online business increased by 5.9% for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily because the number of our online customers increased from approximately 2.9 million in 2023 to approximately 3.4 million in 2024. Our revenue from our offline business increased by 29.0% for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily because we extended our Christmas light products variety, expanded sales in the Mexican market and increased wholesale business for new products.

The following table breaks down our revenue by product line for the periods presented:

Our sales of the lighting products, household appliances, electrical products, pet products and IoT products remain relatively stable in 2023 and 2024. Our revenue from IoT products decreased for the year ended December 31, 2024 compared to the year ended December 31, 2023, both in terms of amount and percentage to total revenue, primarily because we phased out certain out-of-date products, while our new IoT products upgrading is progressing at a pace slower than expectation.

The following table breaks down our revenue by geographic region for the periods presented:

In 2024, our sales of goods in Italy increased in terms of amount, but decreased in terms of percentage to total revenue, as our sales in Spain has increased during this period due to bespoken events and new products marketing launched in Spain.

Cost of Revenue

The following table sets forth our cost of revenues in absolute amount for the periods indicated:

Cost of revenue mainly consists of cost associated with procurement cost of goods sold, cost of sea freight, customs clearance fees, import duties and inventory write-downs.

Gross Profit and Margin

The following table sets forth our gross profit and gross profit margin for the periods indicated:

Operating Expenses

The following table sets forth a breakdown of our total operating expenses, in absolute amount and as a percentage of total operating expenses, for the periods indicated:

____________

Note:

1        Translations from EUR into US$ as of December 31, 2024 are solely for the convenience of the reader and were calculated at the rate of US$1.00 to EUR0.9626, representing the noon buying rate in The City of New York for cable transfers of EUR as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2024. No representation is made that the EUR amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2024, or at any other rate.

Sales and marketing expenses.

Sales and marketing expenses primarily consist of (i) salaries and benefits of sales and marketing staff; (ii) advertising fees; (iii) commission of third-party e-commerce platforms for our online business; (iv) transportation expenses for shipping our products to end customers; (v) warehouse expenses; and (vi) other expenses, such as entertainment expenses for sales office. We expect our sales and marketing expenses to increase in absolute amounts in the foreseeable future primarily in line with the increase in our business scale and as we continue to promote our brands to increase brand awareness. Below is a breakdown of our sales and marketing expenses by nature, in absolute amounts and as percentage of total sales and marketing expenses.

General and administrative expenses.

General and administrative expenses mainly consist of payroll and related costs for employees involved in general corporate functions, including accounting, finance, tax, legal and human resources, professional fees and other general corporate expenses, as well as costs associated with the use by these functions of facilities and equipment, such as depreciation and operating lease costs. We expect our general and administrative expenses to increase in the foreseeable future due to the anticipated growth of our business as well as accounting, insurance, investor relations and other public company costs.

Research and development expenses.

Research and development expenses mainly consist of (i) salaries and benefits of research and development staff; (ii) outsourced development expenses; (iii) purchase price of materials used for development; and (iv) depreciation of research and development equipment. Costs associated with research and development are expensed as incurred. We expect our research and development expenses to increase in the foreseeable future due to the investment in the research and development of our IoT products and our software platform, AigoSmart App. We believe that smart products will be vital in maintaining our competitive edge for our further development.

Other Operating Income

Other operating income, net, primarily consists of income from government grants and foreign exchange gain.

Net income and Margin

The following table sets forth our net income and net income margin for the periods indicated:

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. Under the current law of the Cayman Islands, we are not subject to tax on income or capital gains arising from the Cayman Islands. In addition, upon payment of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed.

Hong Kong

Our subsidiaries in Hong Kong are subject to the Hong Kong profits tax rate. Under the two-tiered profits tax rates regime, the first HKD2,000,000 of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD2,000,000 will be taxed at 16.5%. Under the Hong Kong tax law, there are no withholding taxes in Hong Kong on remittance of dividends.

Spain

Our subsidiaries in Spain are subject to corporate income tax. The standard corporate income tax rate in Spain is 25%.

Our subsidiaries in Spain are subject to value-added tax, which is levied on the added value of goods sold or services provided. In Spain, the standard VAT rate is 21%.

Italy

Our subsidiaries in Italy are subject to corporate income tax, or the IRES. The IRES is calculated by applying a single tax rate (currently fixed at 24%) to income produced by companies. Our subsidiaries in Italy are also subject to IRAP (Imposta regionale sulle attività produttive), a regional tax on productive activities, at 3.9% of the gross profit of the companies. The payment is made through a down payment and balance mechanism.

Our subsidiaries in Italy are subject to value-added tax, which is levied on the added value of goods sold or services provided. In Italy, the standard VAT rate is 22%. The VAT is paid on a monthly or quarterly basis.

Mainland China

Our subsidiaries incorporated in China are subject to PRC enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws. Pursuant to the PRC Enterprise Income Tax Law, which became effective on January 1, 2008 and amended on December 29, 2018, a uniform 25% enterprise income tax rate is generally applicable to both foreign-invested enterprises and domestic enterprises, except where a special preferential rate applies.

Enterprises qualified as “High and New Technology Enterprises” are entitled to a preferential rate of 15% subject to renewal every three years. Our PRC subsidiaries are subject to value-added taxes, or VAT, at a rate from 6% to 13% on our products and services, less any deductible VAT we have already paid or borne. They are also subject to surcharges on VAT payments in accordance with PRC laws.

Our Cayman Islands holding company may receive dividends from our PRC subsidiaries. The PRC Enterprise Income Tax Law and its implementing rules provide that dividends paid by a PRC entity to a nonresident enterprise for income tax purposes is subject to PRC withholding tax at a rate of 10%, subject to reduction by an applicable tax treaty with China.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a PRC resident enterprise and will be subject to the enterprise income tax on its global income at the rate of 25%. We believe our Company is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities. If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%.

According to the relevant laws and regulations in the PRC, enterprises engaging in research and development activities are entitled to claim certain percentage of their research and development expenses so incurred as tax deductible expenses when determining their assessable profits for that year. In 2008, China confirmed the weighted deduction policy for R&D Expenses in legal form. In 2015, the scope of preferential R&D activities and R&D expenses was significantly relaxed. In 2017, the percentage of weighted deduction for small or medium-sized scientific and technological enterprise was increased from 50% to 75%. The percentage of weighted deduction for enterprises in all eligible industries was increased from 50% to 75% and pre-tax weighted deduction of expenses for overseas R&D commissioned by enterprises was allowed in 2018. In 2021, China raised the percentage of weighted deduction for manufacturing enterprises from 75% to 100%, and for the first time allow enterprises to enjoy the incentive policy for weighted deduction for R&D expenses incurred in the past three quarters during the filing period for prepayment in October. In 2022, the weighted deduction rate for small or medium-sized scientific and technological enterprise was increased from 75% to 100%, the weighted deduction rate for other enterprises in the fourth quarter was increased from 75% to 100%, and enterprises were allowed to declare in advance to enjoy the preferential deduction of R&D expenses in the first three quarters in the declaration period of October each year. Announcement on Further Improvements to Policies for Weighted Pre-tax Deduction of R&D Expenses promulgated by Ministry of Finance and the State Administration of Taxation in 2023, further increased the preferential rate of weighted deduction for enterprises in all eligible industries from 75% to 100%, effective from January 1, 2023.

Our intercompany sale may be challenged as transfer pricing, resulting in higher taxes or penalties. Please refer to the “Risk Factors — We may be subject to future tax audits, and our intercompany sale may be challenged as transfer pricing, resulting in higher taxes or penalties.” on page 39 for further details.

Cost of Revenue

Our cost of revenue increased from €75.8 million for the year ended December 31, 2023 to €91.8 million (US$95.4 million) for the year ended December 31, 2024, generally in line with the increase in sales revenue. In addition, the shipping clearance fee increased during the first half year of 2024 due to the impact of the situation in Red Sea. In particular, the situation in the Red Sea led to longer delivery time as ships had to take detours, which in turn caused increase in shipping costs, shortage of cabin spaces and containers, and increase in shipping clearance fees. We tried to mitigate the cost increase by bulking our shipment in a more concentrated manner, negotiating package prices with ship owners, and locating cabin spaces offered at discounts due to other canceled bookings.

Gross profit and gross profit margin

As a result of the foregoing, our gross profit increased by 13.9% from €75.4 million for the year ended December 31, 2023 to €85.9 million (US$89.3 million) for the year ended December 31, 2024, our gross profit margin decreased from 49.9% for the year ended December 31, 2023 to 48.3% for the year ended December 31, 2024. The increase of gross profit was primarily due to a 17.6% increase of our total revenue for the year ended December 31 from 2023 to 2024. The decrease of our gross profit margin was mainly because of the significant increase of the shipping clearance fee during the first half year of 2024.

Operating Cost and Expenses

Our total operating cost and expenses were €78.9 million (US$82.0 million) for the year ended December 31, 2024, representing an increase by 8.3% from €72.9 million for the year ended December 31, 2023.

Sales and marketing expenses.

Our sales and marketing expenses were €69.9 million (US$72.6 million) for the year ended December 31, 2024, compared to €65.0 million for the year ended December 31, 2023. The increase in sales and marketing expenses was largely in line with the growth of revenue for the sales of goods. We also devote greater efforts in our marketing and advertising in 2024.

General and administrative expenses.

Our general and administrative expenses were €6.3 million (US$6.6 million) for the year ended December 31, 2024, compared to €5.2 million for the year ended December 31, 2023. The increase in general and administrative expenses was mainly attributable to (i) the increase in the salaries of administrative staff members; and (ii) the increase in the expense in association with our planned initial public offerings.

Research and development expenses

Our research and development expenses were €2.7 million (US$2.8 million) for the year ended December 31, 2024, compared to €2.7 million for the year ended December 31, 2023. The slight increase in research and development expenses was mainly attributable to (i) investment in research and development in molds; and (ii) the increase in labor cost, including the increase of both the number of employees and the social insurance contribution base.

Other operating income (loss)

Our other operating income (loss) was €3.0 million (US$3.2 million) for the year ended December 31, 2024, representing a 185.2% decrease from €3.5 million for the year ended December 31, 2023. The decrease in other operating income (loss) was primarily attributable to foreign exchange loss derived from depreciation of Euro while appreciated in 2023.

Income tax expense

We recorded income tax expense of €0.26 million (US$0.27 million) for the year ended December 31, 2024, representing a 33.2% decrease from €0.39 million for the year ended December 31, 2023, primarily due to a lower profit recognized for the year ended December 31, 2024.

Significant components of the provision for income taxes are as follows:

Net income

As a result of the foregoing, we recorded a net income of €5.7 million for the year ended December 31, 2023 and €3.7 million (US$3.8 million) for the year ended December 31, 2024, respectively.

Selected Balance Sheet Items

Inventories, net

Inventories are primary consumers lifestyle products including (i) lighting products; (ii) electrical products; (iii) household appliances; and (iv) pet products. Inventories are stated at the lower of cost and net realizable value. Cost of inventory is determined using the first-in-first-out (FIFO) cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving and obsolete inventory, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment.

Inventories, net consisted of the following:

Our inventories were €59.2 million (US$61.5 million) in 2024, representing an 23.1% increase from €48.1 million in 2023. The increase in inventories was primarily attributable to the increase of the inventories prepared for peak season sales and for our sales in 2024 as our sales budget grew for 2024.

Accounts receivable, net

Accounts receivable mainly consist of amounts due from the Group’s customers, which are recorded net of allowance for doubtful accounts. The Group performs ongoing credit evaluations of its customers and assesses allowance for doubtful accounts based on the expected credit loss model on a portfolio basis. When specific customers are identified as no longer sharing the same risk profile as the current pool, they are removed from the pool and evaluated separately. Accounts receivables are written off when there is no reasonable expectation of recovery.

Accounts receivable, net consisted of the following:

Our accounts receivable was €43.5 million (US$45.2 million) in 2024, representing a 104.9% increase from €21.2 million in 2023. The increase in accounts receivable was primarily attributable to the extended credit periods for certain customers and increase of our sales in November and December of 2024.

Accounts payable

Our accounts payable was €61.2 million (US$63.6 million) for the year ended December 31, 2024, representing a 97.4% increase from €31.0 million for the year ended December 31, 2023. The increase in accounts payable was primarily attributable to our increased purchase of goods, due to our extension and diversification of Christmas lighting products, which was in line with our revenue growth in 2024.

Liquidity and Capital Resources

To date, we have financed our operating and investing activities primarily through cash generated from operating activities and shareholder contribution.

We had cash and cash equivalents of €8.0 million and €3.9 million (US$4.1 million) as of December 31, 2023 and 2024, representing a 50.8% decrease.

We believe that our current level of cash balances and cash flows from operations will be sufficient for our anticipated cash needs for at least the next 12 months. However, we may need additional cash resources in the future if we find and wish to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If we determine that our cash requirements exceed our amounts of cash on hand or if we decide to further optimize our capital structure, we may seek to issue debt or equity securities or obtain additional credit facilities or other sources of funding.

We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash is insufficient to meet our requirements, we may seek to issue debt or equity securities or obtain additional credit facilities. Financing may be unavailable in the amounts we need or on terms acceptable to us, if at all. Issuance of additional equity securities, including convertible debt securities, would dilute our earnings per share. The incurrence of debt would divert cash for working capital and capital expenditures to service debt obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.

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

____________

Note:

1        Translations from EUR into US$ as of and for the year ended December 31, 2024 are solely for the convenience of the reader and were calculated at the rate of US$1.00 to EUR0.9626, representing the noon buying rate in The City of New York for cable transfers of EUR as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2024. No representation is made that the EUR amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2024, or at any other rate.

Operating activities

Net cash used in operating activities was €12.0 million (US$12.5 million) for the year ended December 31, 2024, which was primarily due to the payment for goods and other daily operating expenses.

Net cash generated from operating activities was 3.2 million (US$3.5 million) in 2023, which was primarily attributed to our net income of €5.7 million (US$6.3 million).

Investing activities

Net cash used in investing activities was €0.5 million (US$0.6 million) for the year ended December 31, 2024, which was primarily attributed to (i) the payment of a deposit of €0.5 million regarding the Share Sale Commitment Agreement; and (ii) the purchase of fixed assets such as molds. See “Our Corporate Structure.”

Net cash used in investing activities was €4.5 million (US$5.0 million) for the year ended December 31, 2023, which was primarily attributable to the purchase of a warehouse in Italy.

Financing activities

Net cash generated from financing activities was €8.7 million (US$9.1 million) for the year ended December 31, 2024, which was primarily attributed to the increase in bank loans used for establishing our research and development centers and increasing our inventories.

Net cash generated from financing activities was €4.0 million (US$4.4 million) for the year ended December 31, 2023, which was primarily attributable to proceeds from bank loans.

Capital Expenditures

We have not entered into any significant agreement or other commitments to guarantee the capital expenditures. We intend to fund our future capital expenditures with cash generated and to be generated from our operations and proceeds from this offering.

Contractual Obligations

As of December 31, 2024, we had contractual obligations totaling €7.5 million in relation to the acquisition of 100% equity interests in Arteconfort. Please see “Our Corporate Structure” for specific payment terms. Pursuant to the Share Sale Commitment Agreement, the payment of which was arranged as follows:

•        a fixed price of €5 million;

•        €1.25 million due on December 1, 2025, subject to adjustment based on any shortfall from the expected profit of €2 million of Arteconfort for the year of 2025; and

•        €1.25 million due on February 28, 2027, subject to adjustment in proportion to any shortfall from the expected profit of €2 million of Arteconfort for each of the year of 2025 and 2026.

Except as disclosed in this prospectus, We did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2024.

Off-Balance Sheet Commitments and Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Critical Accounting Estimates

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

We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.

The following descriptions of critical accounting estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this prospectus. For further information, see Note 2 to our consolidated financial statements in this this prospectus.

Income Taxes

Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. We follow the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the temporary differences between the financial statements carrying amounts and tax bases of existing assets and liabilities by applying enacted statutory tax rates that will be in effect in the period in which the temporary differences are expected to reverse. We record a valuation allowance to reduce the amount of deferred tax assets if based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in our consolidated statements of operations and comprehensive loss in the period of change. Deferred tax assets and liabilities are classified as non-current in the consolidated balance sheets.

We recognize in our consolidated financial statements the benefit of a tax position if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement. We estimate our liability for unrecognized tax benefits which are periodically assessed and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in some cases, appeal or litigation process. The actual benefits ultimately realized may differ from our estimates. As each audit is concluded, adjustments, if any, are recorded in our consolidated financial statements in the period in which the audit is concluded. Additionally, in future periods, changes in facts, circumstances and new information may require us to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur. As of December 31, 2023 and 2024, we did not have any significant unrecognized uncertain tax positions.

Critical Accounting Policies, Judgments and Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenue and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

Our expectations regarding the future are based on available information and assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

While management believes its judgments, estimates and assumptions are reasonable, they are based on information presently available and actual results may differ significantly from those estimates under different assumptions and conditions.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. When reading our combined and consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. Our critical accounting policies and practices include the following: (i) Basis of presentation; (ii) principles of consolidation; (iii) use of estimates; (iv) foreign currency translation and transaction; (v) convenience translation; (vi) cash and cash equivalents, restricted cash; (vii) accounts receivable and allowance for doubtful accounts; (viii) credit loss; (ix) inventories, net; (x) property and equipment, net; (xi) impairment of long-lived assets other than goodwill; (xii) related party transactions; (xiii) fair value of financial instruments; (xiv) revenue recognition; (xv) cost of revenue; (xvi) sales and marketing expenses; (xvii) research and development expenses; (xviii) government grants; (xix) operating leases; (xx) income taxes; (xxi) earnings (losses) per share; (xxii) statutory reserves; (xxiii) concentration of credit risk; (xxiv) concentration of customers and suppliers; (xxv) Concentration of geographic area; (xxvi) segment reporting; (xxvii) commitments and contingencies; (xxviii) recently accounting pronouncements. See Note 2 “Summary of Significant Accounting Policies” of our consolidated financial statements for the disclosure of these accounting policies.

Internal Control over Financial Reporting

Prior to this offering, we have been a private company with limited accounting and financial reporting personnel and other resources to address our internal controls and procedures. In connection with the audits of our consolidated financial statements included in this prospectus, we and our independent registered public accounting firm identified material weaknesses in our internal control over financial reporting. As defined in the standards established by the Public Company Accounting Oversight Board of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified related to our (i) lack of sufficient accounting and financial reporting personnel with requisite knowledge and experience in application of U.S. GAAP and SEC rules and (ii) lack of financial reporting policies and procedures that are commensurate with U.S. GAAP and SEC reporting requirements.

We have since hired certain mid-level financial staff with U.S. GAAP and/or SEC reporting experience. We are in the process of implementing a number of measures to address these material weaknesses identified, including: (i) continuing to hire additional accounting and financial reporting personnel with U.S. GAAP and SEC reporting experience, (ii) expanding the capabilities of existing accounting and financial reporting personnel through continuous training and education in the accounting and reporting requirements under U.S. GAAP, and SEC rules and regulations, (iii) developing, communicating and implementing an accounting policy manual for our accounting and financial reporting personnel for recurring transactions and period-end closing processes, and (iv) hiring an external consulting firm to assist in the design and implementation of effective monitoring and oversight controls to identify non-recurring and complex transactions to ensure the accuracy and completeness of our company’s consolidated financial statements and related disclosures.

While we are working to remediate these material weaknesses as quickly and efficiently as possible, at this time we cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan. These remediation measures may be time consuming, costly and might place significant demands

on our financial and operational resources. If we are unable to successfully remediate these material weaknesses, and if we are unable to produce accurate and timely financial statements, our financial statements could contain material misstatements that, when discovered in the future, could cause us to fail to meet our future reporting obligations and cause the price of our securities to decline.

As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We have elected to take advantage of such exemptions. See “Risk Factors — Risks Related to This Offering — We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors.”

Holding company structure

As a holding company with no material operations of our own, we conduct substantially all of our operations through our subsidiaries in the PRC (including mainland and Hong Kong), various countries in Europe, United Kingdom and United States (collectively, the “Operating Subsidiaries”). As a result, our ability to pay dividends depends significantly upon dividends paid by our Operating Subsidiaries. If our Operating Subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under relevant PRC law, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. The statutory reserve funds are not distributable as cash dividends. Remittance of dividends by a foreign-owned company out of China is subject to examination by the banks designated by the SAFE. We will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.

In 2023, Fuzhou Aigostar, our primary operating company in China, paid dividends to its former shareholders in the amount of €1.153 million. In 2024, Fuzhou Aigostar paid dividends to its former shareholders in the amount of €1.479 million. Please refer to the financial statements of Aigo Holding Limited including “Note — Dividend” on page 48 for further details. Apart from this special dividend distribution, we intend to retain all available funds and future earnings, if any, for operation and business development and do not anticipate declaring or paying any dividends in the foreseeable future.

Quantitative and Qualitative Disclosures About Market Risk

Foreign currency risk

A majority of our revenue is denominated in Euros, while a portion of them are mainly denominated in RMB, U.S. dollars, Euros, British pound and Hong Kong dollars as we export and sell certain products to overseas. Our management considers that the business is not exposed to any significant foreign exchange risk and we have not used any derivative financial instruments to hedge exposure to such risk.

The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and international economic and political developments that affect supply and demand in the China Foreign Exchange Trading System market of cash.

INDUSTRY OVERVIEW

The information presented in this section has been derived from an industry report and commissioned by us and prepared by China Insights Consultancy, or CIC, an independent research firm, to provide information regarding our industry and our market position in Global and Southern Europe markets. 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.

Overview of the Global and Southern Europe Consumer Product Industry

The consumer product industry covers all purchases made by individuals and households to meet their everyday needs. For purposes of this industry report, the consumer product industry consists of (i) the lighting industry; (ii) the electrical product industry; (iii) the household electric appliance industry; (iv) the pet product industry; and (v) other industries including automotive, food and beverage, clothing.

The market size of the consumer product industry rose from EUR62.0 trillion in 2018 to EUR80.5 trillion in 2023, with a temporary decline to EUR63.3 trillion in 2020 primarily attributable to the COVID-19 pandemic. It is expected to further increase to EUR111.6 trillion in 2028, registering a predicted CAGR of 5.5% between 2023 and 2028.

Southern Europe refers to the region and countries located in the southern part of the European continent including Italy, Spain, Portugal, Romania, Greece, Bulgaria, Croatia, Slovenia, Serbia, Bosnia and Herzegovina, Albania, Malta, North Macedonia, Montenegro, Andorra, and San Marino. For 2023, the market size of the consumer product industry of Southern Europe comprised approximately 4.6% of the global total. It increased to EUR3.9 trillion in 2023 and is expected to further increase to EUR5.2 trillion in 2028, registering a CAGR of 5.8% between 2023 and 2028.

The consumer product industry in Southern Europe revolves around understanding consumer behavior, market trends, and preferences to develop and deliver products that align with target consumers. This involves comprehensive market research, product development, branding, marketing, distribution, and sales strategies tailored to meet the demands of specific consumer segments. Key characteristics of the consumer product industry in Southern Europe include rapid product innovation, intense competition, and changing market dynamics driven by changing consumer preferences, technological advancements, and global and regional economic factors.

The global lighting industry has reached a relatively mature stage in terms of its core technologies and widespread adoption of lighting solutions. The market size of the global lighting industry increased from EUR87.1 billion in 2018 to EUR99.9 billion in 2023, in terms of retail value, registering a CAGR of 2.8% between 2018 and 2023, and is expected to further increase to EUR115.8 billion in 2028 with a CAGR of 3.0% between 2023 and 2028. The global electrical product industry has experienced a relatively rapid growth driven mainly by

increased urbanization. The market size of the global electrical product industry increased from EUR310.6 billion in 2018 to EUR439.6 billion in 2023, in terms of retail value, registering a CAGR of 7.2% between 2018 and 2023, and is expected to further increase to EUR549.7 billion in 2028 with a CAGR of 4.6% between 2023 and 2028.

The global household electric appliance industry is characterized by steady growth driven by technological advancements, changing consumer lifestyles, and increasing urbanization. The market size of the household electric appliance industry increased from EUR178.1 billion in 2018 to EUR231.2 billion in 2023, in terms of retail value, registering a CAGR of 5.4% between 2018 and 2023, and is expected to increase to EUR291.4 billion in 2028 with a CAGR of 4.7% between 2023 and 2028. The global pet product industry is experiencing relatively robust growth fueled by rising pet ownership rates and a growing emphasis on pet health and wellness. The market size of the pet product industry increased from EUR110.1 billion in 2018 to EUR179.0 billion in 2023, in terms of retail value, registering a CAGR of 10.2% between 2018 and 2023, and is expected to increase to EUR237.7 billion in 2028 with a CAGR of 5.8% between 2023 and 2028.

Overview of the Lighting Industry in Southern Europe

The lighting industry in Southern Europe has undergone rapid evolution, spurred by technological advancements, regulatory shifts, and changing consumer preferences favoring energy-efficient, smart, and sustainable lighting solutions. LED technology has notably advanced, offering enhanced efficiency and cost-effectiveness compared to traditional incandescent bulbs. Furthermore, the COVID-19 pandemic has catalyzed heightened interest in home improvement projects, including lighting upgrades. Lastly, increased sustainability awareness has driven consumers towards eco-friendly lighting choices, reflecting a broader trend towards environmentally conscious purchasing habits.

The lighting industry encompasses the design, manufacturing, distribution, and installation of lighting products and systems used for various purposes, including illumination, decoration, and functionality. The end-users of lighting products can be primarily categorized into (i) residential use: specifically designed for use in homes, apartments, and other residential settings; and (ii) non-residential use: the application of lighting products in settings other than residential spaces including commercial, industrial, institutional, and outdoor spaces.

Market Size of the Lighting Industry in Southern Europe

The market size of the Southern Europe lighting industry increased from EUR4.5 billion in 2018 to EUR5.0 billion in 2023, in terms of retail value, registering a CAGR of 1.4% over the period. The onset of the COVID-19 pandemic in 2020 caused disruptions to the supply chain, resulting in contraction of the market size to EUR4.6 billion in 2020. Despite the setback in 2020, the industry demonstrated resilience, rebounding in subsequent years due to increased demand for smart light and gradual restoration of the global supply chain. In 2023, the Southern Europe lighting industry continue to face post-pandemic challenges mainly including (i) weaker demand from residential lighting products caused by short-term economic pressure; (ii) reduced demand of the indoor professional lighting and agricultural lighting products attributable to elevated interest rates and energy prices; and (iii) destocking in OEM channels occurred due to the accumulation of inventories resulting from weakened demand. Looking forward, with the economy gradually rebounding and rising demand from smart lighting solutions, alongside the normalization of stock levels, the market size of the Southern Europe lighting industry is projected to increase to EUR5.3 billion in 2028, registering a CAGR of 1.7% between 2023 and 2028.

The lighting industry in Italy is mature and stable. The market size of the lighting industry in Italy increased from EUR2.1 billion in 2018 to EUR2.2 billion in 2023, in terms of retail value, registering a CAGR of 0.4%, and is expected to increase with a CAGR of 0.7% between 2023 and 2028. The market size of the lighting industry in Spain increased from EUR1.4 billion in 2018 to EUR1.5 billion in 2023, in terms of retail value, registering a CAGR of 1.0%, and is expected to reach EUR1.7 billion in 2028 with a CAGR of 1.8%. The market size of the lighting industry in Portugal increased from EUR0.2 billion in 2018 to EUR0.3 billion in 2023, in terms of retail value, registering a CAGR of 2.3%, and is expected to continue increasing with a CAGR of 2.0% between 2023 and 2028.

Major sales channels of the lighting industry in Southern Europe include both offline and online channels. Offline channels, comprising community stores and high-end boutiques, shopping malls and supermarkets, distributors, direct sales, among others; serve as the predominant choice for customers in the region. Online channels, which encompass third-party e-commerce platforms, official websites, mobile application (APPs), among others, represent a smaller yet growing segment of sales.

Overview of the Electrical Product Industry in Southern Europe

Electrical products refer to various components, devices, and systems that are utilized within residential settings to facilitate electrical functions and enhance modern lifestyles. They encompass a wide range of products including (i) household electrical products: these items are commonly used in residential settings and include switches, removable sockets, plugs, adaptors, and low voltage electrical products; (ii) electrical accessories: these are supplementary components used in electrical installations to ensure safety, organization, and efficient operation, including conduits, trunkings, electrical tapes, cable pullers, spiral wrapping bands, and nylon cable ties; and (iii) other electrical products: This category encompasses a diverse array of electrical devices and equipment used for various purposes including cameras, ventilation fans, junction boxes, digital multimeters, terminal blocks, sensors, timing sockets, batteries, and doorbells.

Market Size of the Electrical Product Industry in Southern Europe

The electrical product industry in Southern Europe is closely tied to residential construction projects including both new residential construction and home renovation. The market size of the electrical product industry, in terms of retail value, increased from EUR16.2 billion in 2018 to EUR16.8 billion in 2019 and decreased to EUR15.3 billion in 2020. This decline was attributable to various factors including supply chain disruptions, project delays, labor shortages, and safety concerns arising from the COVID-19 pandemic’s impact on the construction industry. Afterwards, the industry gradually recovered, rebounding to EUR19.4 billion in 2021 and further increasing to EUR21.5 billion in 2023, registering a CAGR of 5.8% between 2018 and 2023. This resurgence was primarily fueled by increased demand for home renovations during and after the pandemic period. Looking ahead, the electrical product industry is expected to maintain its upward trajectory and reach a market size of EUR25.3 billion by 2028, registering a CAGR of 3.3% between 2023 and 2028.

In order to boost the economy after the COVID-19 pandemic, Law Decree No. 34 of May 19, 2020 introduced, together with other measures, a deduction from income taxes equal to 110% of certain building-related expenses incurred between July 1, 2020, and December 31, 2021 to be used in five yearly installments. However, in February 2023, the Italian government discontinued the tax credit scheme designed to enhance residential energy efficiency and further decided to partially extend the scheme to low-income households in December 2023. Due to the winding down of government funded support for works in the residential sector, the market size of the electrical product industry in Italy is expected to increase slowly from EUR10.9 billion in 2023 to EUR12.1 billion in 2028, registering a CAGR of 2.1%. The residential construction markets in Spain and Portugal are on a path of recovery and growth due to economy recovery, new home construction, among other factors. The market size of the electrical product industry in Spain is expected to increase from EUR6.8 billion in 2023 to EUR8.5 billion in 2028, in terms of retail value, registering a CAGR of 4.4% between 2023 and 2028. The market size of the electrical product industry in Portugal is expected to increase from EUR0.8 billion in 2023 to EUR1.0 billion in 2028, in terms of retail value, registering a CAGR of 4.6% between 2023 and 2028.

The primary sales channels for electrical products in Southern Europe largely remain traditional, predominantly through offline channels. These encompass community stores and high-end boutiques, shopping malls and supermarkets, distributors, direct sales, and others, reflecting the region’s preference for in-person transactions and established purchasing habits.

Overview of the Household Electric Appliance Industry in Southern Europe

Household electric appliances are designed to facilitate daily life, enhance living quality, and meet various household needs in intricate detail. With diverse functionalities and usage scenarios, they can be categorized into kitchen appliances, personal care appliances and home appliances. Kitchen appliances mainly consist of food preparation devices like juicers and blenders, as well as small cooking appliances such as coffee machines and bread makers. Daily life appliances mainly include air treatment products, vacuum cleaners, irons, and heating equipment. Personal care equipment includes shavers, hairdressing devices.

Market Size of the Household Electric Appliance Industry in Southern Europe

Driven by strong consumer demand for IoT products in the household electric appliance industry, the market size of household electric appliances industry in Southern Europe, in terms of retail value, increased at a CAGR of 7.5% from EUR3.5 billion in 2018 to EUR5.0 billion in 2023, and is estimated to reach EUR7.1 billion in 2028 at a CAGR of 7.3% from 2023-2028.

The market size of the household electric appliance industry in Italy increased from EUR1.4 billion in 2018 to EUR1.9 billion in 2023, in terms of retail value, registering a CAGR of 6.3%, and is expected to increase with a CAGR of 6.2% between 2023 and 2028. The household electric appliance industry in Spain increased from EUR1.4 billion in 2018 to EUR2.0 billion in 2023, in terms of retail value, registering a CAGR of 7.4%, and is expected to reach EUR2.9 billion in 2028 with a CAGR of 7.2%. The market size of the household electric appliance industry in Portugal increased from EUR0.3 billion in 2018 to EUR0.4 billion in 2023, in terms of retail value, registering a CAGR of 8.9%, and is expected to continue increasing with a CAGR of 8.7% between 2023 and 2028.

Overview of the Pet Product Industry in Southern Europe

The pet product industry encompasses a broad array of physical goods tailored for pet maintenance and enrichment including (i) pet food, which is pet staple food, snacks and nutritional supplements; and (ii) pet accessories, such as toys, training aids, grooming tools, pet furniture, and travel accessories.

Market Size of the Pet Product Industry in Southern Europe

The pet product industry in Southern Europe has experienced relatively strong and resilient growth, increasing from EUR7.0 billion in 2018 to EUR9.6 billion in 2023, in terms of retail value, registering a CAGR of 6.4%. It is projected to further increase to EUR13.3 billion in 2028 with a CAGR of 6.6%. For 2023, Italy stands out as the leading market for pet products in Southern Europe, accounting for approximately 49% of the market. The market size of the pet product industry in Italy increased from EUR3.7 billion in 2018 to EUR4.7 billion in 2023, and is expected to increase to EUR6.0 billion in 2028, in terms of retail value, registering a CAGR of 5.0% between 2023 and 2028. The market size of the pet product industry in Spain and Portugal is projected to increase from EUR2.7 billion and EUR0.6 billion, respectively, in 2023 to EUR4.0 billion and EUR0.8 billion, respectively, in 2028, registering a CAGR of 8.5% and 5.6%, respectively, between 2023 and 2028.

Internet of Things (IoT) Penetration

The IoT penetration trend has significantly impacted various industries, including the lighting industry, electrical product industry, household electric appliance industry, and pet product industry.

In the lighting industry, IoT penetration involves the integration of smart lighting solutions that enable remote control, automation, and energy management through connected devices such as smartphones or voice assistants. This trend allows users to adjust lighting settings, monitor energy usage, and even sync lighting with other smart devices for enhanced convenience and efficiency. IoT penetration rate, which refers to the proportion of the retail sales value of IoT products within the total retail sales value of the corresponding industry, of the lighting industry in Southern Europe increased from 2.1% in 2018 to 7.1% in 2023 and is expected to further increase to 13.7% in 2028.

Similarly, the electrical product industry is experiencing a shift towards IoT-enabled products like smart switches that offer advanced functionalities. These products can be integrated into broader smart home ecosystems, allowing users to control lighting, curtain, and other items seamlessly and intelligently, both at home and remotely. IoT penetration of the electrical product industry increased from 1.0% in 2018 to 2.6% in 2023 and is estimated to further increase to 4.2% in 2028.

In the household electric appliance industry, the IoT penetration involves smart appliances that offer remote monitoring, energy optimization, and personalized user experiences. IoT penetration of the household electric appliance industry in Southern Europe has demonstrated impressive growth in recent year, increasing from 5.6% in 2018 to 11.3% in 2023, and is estimated to further increase to 20.0% by 2028.

In the pet product industry, IoT penetration involves smart pet products, which utilize technologies, such as sensors and mobile applications, to provide pet owners with innovative solutions for pet care and management. The IoT penetration rate of the pet product industry has steadily increased, from 2.8% in 2018 to 4.1% in 2023, and is expected to reach 5.7% by 2028. This trend highlights the increasing integration of technology in pet products, enhancing interactivity among the products, pets, and their owners, and monitoring of pets.

Market Drivers

Generic Drivers for the Consumer Product Industry

Technological advancements:    Technological advancements have provided ample momentum for the development of intelligent products. Leveraging advanced technologies such as artificial intelligence and the Internet of Things, the performance of intelligent products has continuously improved, providing users with a more convenient and efficient usage experience, thus gaining the favor of a wide range of consumers. As consumers’ aspirations for intelligent lifestyles continue to deepen, the market demand for intelligent products is rapidly growing, which is expected to further promote the prosperous development of the consumer product market.

Growing emphasis on energy efficiency and environmental-friendly products:    Consumers and businesses are increasingly recognizing the substantial long-term benefits of investing in energy-efficient products. These solutions not only reduce electricity consumption and lower utility bills but also play a crucial role in reducing carbon emissions and environmental impact. Additionally, government regulations and initiatives aimed at promoting energy efficiency and mitigating greenhouse gas emissions are further bolstering the demand for green energy-saving products. Consequently, there is a growing willingness among consumers and businesses to pay a premium for energy-efficient products that align with their sustainability goals and contribute to a greener future.

Drivers for the Lighting Industry

EU’s banning of inefficient lighting technologies is driving customer transition to sustainable LED technologies:    The Restriction of Hazardous Substances Act (RoHS) of the European Union imposes restrictions on certain hazardous substances in electrical and electronic equipment, including mercury in lighting products. Furthermore, the Single Lighting Regulation (SLR) (Ecodesign Regulation), effective since September 2021, gradually phases out products that do not meet efficiency requirements. These regulations collectively result in a ban on the sale of inefficient lighting technologies, such as CFL-ni lamps, T5, and T8 linear fluorescent lamps. This is expected to drive increased adoption of higher-priced LED lighting products, consequently generating more demand for replacements in the future.

Drivers for the Electrical Product Industry

Increasing user penetration of household appliances:    The rising adoption and penetration of household appliances among consumers contribute to the demand for electrical products such as switches, removable sockets and plugs, among others. As more households integrate appliances into their daily lives for convenience and efficiency, there is a corresponding need for reliable and technologically advanced electrical products to power and control these devices effectively.

Growing construction and renovation activities:    Increasing construction and renovation activities in residential sectors stimulate demand for electrical products like wiring, switches, outlets, among others.

Drivers for the Household Electric Appliance Industry

Continuously increasing consumer demand on household electric appliance:    Consumers are increasingly emphasizing the pursuit of a quality lifestyle, and household electric appliances can provide a higher level of convenience and comfort for families, leading to a gradual increase in demand. Through personalized functional designs, household electric appliances provide consumers with a more convenient and efficient living experience. Therefore, as consumers’ aspirations for a high-quality life continue to deepen, the demand for small household appliances will gradually increase, becoming an important driving force for future market development.

Drivers for the Pet Product Industry

Increasing pet ownership:    Pet ownership in Southern Europe, particularly of cats and dogs, has markedly increased from 36.4 million in 2018 to 41.9 million in 2023. This upsurge, fueled by the enhanced status of pets as family members, is set to continue. The shift is significant for the market, given the higher spending for cats or dogs.

Increasing per-pet spending:    The average annual expenditure per pet in Southern Europe has also increased, reflecting higher-quality standards and greater consumer awareness of pet health and wellness.

Enhanced consumer spending power and willingness to pay:    Rising GDP and disposable income in Southern Europe are driving increased consumer spending on premium pet products. The trend is bolstered by Millennials and Gen Zers, who are becoming pet owners and tend to spend more on their pets.

Future Trends

Generic Future Trends for the Consumer Product Industry

Internet of Things (IoT) Integration:    The integration of Internet of Things (IoT) technology into consumer products, including smart lighting, electrical products, household electric appliances, and smart pet products, has emerged as a significant trend within the consumer product industry. By leveraging IoT connectivity, smart products seamlessly integrate with smart home devices, offering unprecedented levels of connectivity, intelligence, and control.

The enhancement of consumer brand awareness:    Brands have become an important factor in decision-making. Consumers are more willing to choose those brands with a good reputation and credibility as they often represent higher quality and service guarantees. With the continuous enhancement of consumer brand

while its outdoor lighting, electric kettles, electric steamers, training pads, and cat litter mats ranked within the top five. The table below provides detailed information about the Company’s market position within specific product categories:

Ranking of the Company’s products, Italy and Spain,
in terms of retail volume on Amazon for the 30 days preceding May 13, 2024

Source: China Insights Consultancy

BUSINESS

OVERVIEW

We are a consumer products provider well established in Southern Europe with global operations that extend into geographic regions including Europe, Asia, North America, Latin America, and Africa. In 2024, we generated revenue from approximately 40 countries and regions in four continents.

We primarily offer consumers lifestyle products through our various sales channels, with a particular focus on four main product categories: (i) lighting products; (ii) electrical products; (iii) household appliances; and (iv) pet products. Since 2019, we have also been developing and offering IoT-related consumer products.

We have three proprietary brands, namely, AIGOSTAR®, nobleza® and Taylor Swoden®, each of which has its distinct product lines, marketing strategies and intended consumers. As of December 31, 2024, we had a 115-member R&D team that is dedicated to research and development of new products tailored to customer needs as well as the development of our IT system. We generate recurring revenue from certain core products as well as revenue from new products we offer to the market.

We sell our products through both offline and online channels. Our offline customers are mainly business entities, including local community stores and/or high-end boutiques, shopping malls, supermarkets and distributors, who purchase products from us, either by directly placing orders with us or through our proprietary apps designed specifically for offline customers to place orders efficiently, and on-sell them to end consumers. Our online customers are generally users who purchase products directly from us through third-party e-commerce platforms and our proprietary AigoSmart App. In 2023, we generated 50.8% and 48.3% of our aggregate revenue from offline and online channels, respectively. In 2024, we generated 55.8% and 43.5% of our aggregate revenue from offline and online channels, respectively.

We have established local sales teams in several European countries, many members of whom are local residents with in-depth local knowledge and business connections. Through such local sales teams, we form strategic relationships with many of our local community store customers. In the course of the last five years, we systematically cooperated with over 4,000 stores to renovate their overall store décor pursuant to our design instruction to improve their operational efficiency and consumer appeal and, in turn, many of such local stores have set up sales areas that exclusively showcase our branded products.

We procure our products from third-party, original equipment manufacturers, or OEMs, who manufacture our products based on our product designs and specifications, or original design manufacturers, or ODMs, who provide both design and manufacturing services to us. In 2024, around 90% of our ODM and OEM suppliers were located in the PRC. As of the date of this prospectus, we operate twelve local warehouses in the PRC and Europe, from which we fulfill online and offline product orders.

Our revenue in 2023 and 2024 was €151.2 million and €177.8 million (US$184.7 million), respectively, and our gross profit was €75.4 million and €85.9 million (US$89.3 million) in the corresponding years, representing a gross profit margin of 49.9% and 48.3%, respectively. We recorded a net income of €5.7 million in 2023, and a net income of €3.7 million (US$3.9 million) for the year ended December 31, 2024, respectively.

OUR STRENGTHS

Well-established consumer products provider in Southern Europe with global reach and growth potential

We are a well-established consumer products provider in Southern Europe, successfully penetrating selected market segments and emerging product categories and achieving leading position within such segments and categories, according to the industry report.

Our business is deeply rooted in Europe, from which we generate the majority of our revenue. We commenced our consumer product business in Spain in 2011 and have been steadily building our brand recognition and expanding our sales networks. In 2024, we had over 10,000 offline customers through our sales network across European countries (including Spain, Italy, Netherlands and Poland), from which we generated over 50% of our total revenue in the same year through sales of over 10,000 stock keeping units, or SKUs. Approximately 60% of our revenue from European countries was generated from Spain and Italy in each of 2023 and 2024. We believe that over a decade of strategic development in Southern Europe has provided us with a significant first-mover advantage, thereby creating an entry barrier to potential competitors in existing markets, and that we have a proven and replicable growth strategy in emerging markets.

In recent years, we expanded our operations worldwide. We generate revenue from an increasing number of developed and emerging consumer markets across the continents, including Europe, North America, Latin America, and Africa. The expanded global reach of our business allows us to diversify our revenue sources and mitigate any potential operational risks in the global markets that are affected by increasing uncertainty in the global economy.

Proven product development capability that offers quality products tailored to evolving consumer demands

Since our inception, we have been focusing on supplying quality products under our proprietary AIGOSTAR® and nobleza® brands. We strive to differentiate our products and enhance our brand recognition by offering products designed to address pressing and nuanced consumer demands.

Efficient product design capability that enhances consumer loyalty

Each year, we are able to generate recurring revenue from certain core products as well as additional revenue from new products we successfully offered to the market.

We regularly adjust our product portfolio by removing obsolete products, upgrading selected existing products and adding new products based on our market research of consumer demands as well as prevailing industrial and market standards. The design cycle of our new products from proof-of-concept to commercial production is usually less than six months. As a result, in the last two years we were able to maintain a product portfolio that consisted of approximately 20% new products offered to the market in the respective year.

We have been strategically investing in our R&D capacity and building a highly efficient in-house product design team. As of December 31, 2024, we owned more than 965 product-related patents, including more than 649 design and utility patents in the Europe, approximately 157 design and utility patents in the United Kingdom and about 159 design and utility patents in the PRC, 70% of which we developed independently. Our local sales team has in-depth knowledge of the evolving consumer demands and is in constant communication with our in-house product design team, which in turn is capable of quickly producing new product designs and meet applicable local industrial standards and market convention while specifically addressing such demands.

Our product design capability and efficiency enables us to be innovative and flexible in rolling out new products. Starting from 2022, we procured certain bespoke product orders prior to the manufacturing of such products. We were generally able to fulfill the orders with our regularly iterative products with year-round production such as light bulbs and electrical adapters within two to three months. For technically sophisticated new products, we were able to fulfill orders within eight months. For example, we designed a series of Christmas lighting products in 2022, for which we managed to secure pre-orders in Spain and Italy alone for an aggregate sales amount of over €5 million in our presale event from December 24, 2022 to March 26, 2023, substantially all of which were fulfilled in the fourth quarter of 2023. In 2023, we further expanded and diversified our Christmas lighting product offerings, including smart lighting products, and in our presale event from December 4, 2023 to March 20, 2024, we secured pre-orders for an aggregate sales amount of over €12 million. In addition, after extensive market research and analysis we believe solar-power lighting products is a niche/sub-market with significant growth potential. Our research on adaptation of solar power source to various lighting products help us develop diversified solar-power lighting products in a cost-effective manner. Pre-orders of our solar-power lighting products amounted to around €2.3 million in 2023, the majority of which were generated from newly-developed products.

Positive outlook for our IoT strategy that generates synergies between existing and new products

We have been making significant investment in the R&D of IoT products for over four years and we believe we are now well-positioned to start commercializing our investment. Our major product lines, namely, lighting products, electrical products, pet products and household appliances, are synergistic with each other and form a natural ecosystem under our integrated IoT product portfolio strategy. Lighting products are one of the first product lines that utilized IoT integration, and as of December 31, 2024, we had over 300 IoT-ready lighting products, which can be used in combination with our IoT-ready outdoor security cameras to increase effectiveness on home security. Consistent with our strategy to promote pet product line, we have recently designed a series of pet products that are integrable with our IoT interface, including smart pet feeders, watering machines, litterboxes and aquariums, which can also be used in combination with our IoT-ready indoor and outdoor security cameras to achieve fine-tuned feeding schedule.

Quality products under trusted brand names among industrial customers and individual consumers

Brand recognition and sales channel of our existing products enable us to quickly and effectively commercialize our new product offerings.

We having been making consistent investment in brand building in recent years, including approximately €0.45 million, €0.35 million and €0.27 million for advertising expenses in 2022, 2023 and 2024, respectively. We believe consumer value our brand and product quality as they make repeated purchase of our product.

Our brand names are also being increasingly recognized by market participants. In 2024, over 10,000 local stores which sell our lighting products also opted to pick up our pet products for sales. As of December 31, 2024, 98% of our offline customers sold more than one category of our products. In 2023, international franchises such as Costco and European franchises such as Tigota and Unifersa started to sell our branded products as well, which we believe is an indication of the increase of our brand recognition and the acknowledgement of our product quality.

Deep-penetrating and multi-layered sales network across multiple continents with balanced revenue generating capacity through both local stores and online channels

Well-balanced revenue generating capacity

Through over a decade of operation and strategic growth in Europe, we have established a deep-penetrating and multi-layered sales network in local stores, which we believe serves as a significant entry barrier to competitors. In addition, we are quickly ratcheting up our online presence which complements our local sale network. Offline and online sales can each target its respective core customers of different age groups or spending habits, while create synergy in terms of brand exposure and product experience. As a result, we possess well-balanced revenue-generating capacity which enables us to maintain healthy cash flow and achieve growth in the relatively challenging market conditions in recent years. In 2023, we generated 50.8% and 48.3% of our aggregate revenue from offline customers and online sales; and in 2024, 55.8% and 43.5% from offline and online channels, respectively. Conversely, according to the industry report, multi-channel distribution, encompassing both online and offline channels, is gaining increasing importance in Southern Europe for lighting products; whereas in the household appliances industry, community store channel enjoys certain advantages due to people’s habit of consuming in offline stores in Southern Europe. As such, our balanced revenue sources are consistent with the spending habit of the local consumers and allows us to synchronize our growth pace with the overall market development.

Deep-penetrating and multi-layered sales network in local stores

Our sales team has procured over 10,000 local customers in Europe which carry and sell our branded products. These local stores include community convenient stores as well as larger-scale franchise stores. Independent local stores allow us to achieve deep penetration in communities and reach local consumers, many of whom still retain the habit of purchasing consumptive products at community stores. Conversely, collaboration with franchise stores elevates the exposure of our brand and enables us to quickly expand our consumer reach. We have collaborated with local stores covering all of the 20 administrative regions in Italy, and all of the 50 provinces in Spain.

Through our local sales team, we strive to form long-term strategic collaboration with local stores to promote and sell our branded products, by offering them integrated store management and advertisement solutions, which once adopted, can benefit not only the sales of our products but the stores’ sales in general. In the course of five years, we systematically cooperated with over 4,000 stores to renovate overall store décor pursuant to our design instruction to improve their operational efficiency and consumer appeal, in turn many of such local stores set up sales areas that are dedicated to showcase our branded products. These “store-within-store” often feature our standardized décor that displays our brands prominently, which we believe is easily recognizable and help enhance our brand exposure. In addition to demonstrate the wide variety of our product offerings, such store-within-store is particularly effective in showcasing our tailor-made or in-house designed new products, the unique features of which can be viewed and tested first-handed by consumers, which we believe further enhance chance of repeated purchases.

We established cooperation relationship with major franchises in Europe, including Costco and Unifersa, as they value our product quality. As of December 31, 2024, stores from 207 franchises carried our products for sale and three new franchise customers started to place orders with us in 2025.

Fast growing online sales channels

We leverage our extensive local presence and in-depth local knowledge to quickly grow our online sales. We operate online stores in over 20 major global e-commerce platforms. We are capable of fulfilling online orders made on third-party e-commerce platform from the eleven and one local warehouses we operate in Europe (including United Kingdom) and China, respectively, which offers us important advantages in logistics. For customers located in downtown areas, we can make next-day delivery directly from our warehouse, which can be both time- and cost-efficient compared with having to make delivery through the third-party platform’s own warehouses. Our local sales team designs targeted online advertisement placement in Europe and procures local KOLs for promotion activities.

As a result, we were able to quickly grow our online sales. The number of our online customers increased from approximately 2.9 million in 2023 to 3.4 million in 2024. In each of 2023 and 2024, we had over two million active online customers, who made at least over two million purchases of our products, with an ARPU of €27.2 and €26.1 in the same years.

Capability for expeditious response and strategic adjustment on a global scale

Our capability to operate on a global scale enables us to dynamically adjust to market demand and improve customer services. We have been making consistent investment in selected global markets to establish local operation teams, warehouses and logistics. Our local sales team can quickly respond to customer demand and design solutions based on the particular local jurisdiction rules and regulations as well as customer preferences.

Our customer service team is also critical to our success in terms of customer procurement and brand building. Our customer service team provides various services to our customers around the global market, including order process, refund and technical support. We train our customer service team to respond to varied customer needs. In addition, our customer service team closely collaborate with our local sales team to ensure prompt response to customers and endeavor to provide solution to their questions and concerns.

Proprietary IT system with high integration of supply chain management, warehousing, sales and logistics that empower our replicable business model

We were able to meet the myriad and complicated challenges posed by multi-continent operations partly because of the robust proprietary IT system we invested and developed over the years. Currently we source over 9,000 SKUs from suppliers in China, distribute such products through international shipping to twelve warehouses we operate globally, and deliver product orders to local stores or online customers. Operations on this level of complexity requires an IT system that can handle the particular intricacies of the relevant logistic issues and inventory management requirements. For example, our IT system is capable of real-time connectivity and information sharing throughout our different subsidiaries in various continents we operate. Our big-data platform enables our management to monitor and analyze the complicated sets of operational data that is particular to multi-continent operations and help them make quick and appropriate business decisions. In addition, our IT system monitors inventory levels across our warehouses, and is capable of correlating product orders on real-time basis and making forecast of inventory fluctuation, which increases our operational efficiency and reduces cost. We also established an aggregation e-commerce platform to interface and manage our online stores on all third-party platforms, as well as collecting users’ behavior and purchase data.

Our IT system supports the value-added services we provide to both down-stream suppliers and certain up-stream local store customers. We offer our IT system to our distributors and local stores, which help them improve their price and inventory management and in turn their operational efficiency.

As a solid foundation and an important step towards our integrated IoT product portfolio strategy, we have developed a software platform, AigoSmart App, that serves the trinity functions of IoT command center, user community and IoT product online store. Users of our IoT products can purchase, control and share their feedbacks and experiences conveniently within this integrated app.

Visionary management team with extensive industry know-how and long-term commitment

Our abilities to establish our market entry barrier in Southern Europe and steadily increase our global footprint are attributable in a large part to our visionary management team, which designed and successfully implemented our growth strategies ever since we commenced our operation in Europe in 2011.

Our founder, Mr. Fufei Lin, possesses extensive business experience and industry know-how, which proved invaluable to our sustained growth over the years. In over a decade, Mr. Lin and the senior management team spearheaded the fulfilment of our business mantra, which is growth of brand name through product quality and innovation. In 2012 and 2015, Mr. Lin and the senior management team successfully executed their decision to enter into the lighting product business and the pet product business sectors, respectively, by leveraging our existing experience in product design and sales and marketing in Europe. Mr. Lin and the senior management team also made the critical decision in 2019 to develop IoT related products as our next growth strategy and quickly assembled a R&D team, with a significant portion consisted of experienced software and hardware engineers.

In addition, we have sales team in various European countries that consist of both PRC background staff and local residents with in-depth local knowledge and business connection, which we believe is a core competitive strength of our company. The head of our e-commerce department, Mr. Yindi Pang, has been living in Europe for over 20 years and served in our Company for almost 10 years, which is instrumental in leading the development of our e-commerce business from scratch.

Furthermore, as of December 31, 2024, we had a R&D team of 115 employees, which accounted for about 17% of our total employees. The majority of our R&D team had bachelor’s degrees in the PRC. In addition, a significant portion of our R&D team members have over 10 years of working experience, which proved invaluable to our R&D undertakings and commercialization.

OUR STRATEGIES

Enhanced focus and investment in IoT product offerings

An integrated portfolio of IoT-ready products is a key strategy of ours going forward. We believe we have already made a successful initial entry into the IoT market and our goal for the next phase of business development is to expand our market shares by quickly and efficiently expanding and diversifying our offerings of IoT-ready products to our existing and new customers. Our products eligible for the intelligent upgrade plan include smart lighting products (including home lighting and outdoor lighting), smart kitchen appliances and cleaning appliances, smart security devices such as cameras and doorbells, and smart pet products such as pet feeders. We plan to invest about 20 million RMB (excluding HR expenses) to the IoT upgrading of such products, including fees for equipment and molds, and fees on research and development. We aim to complete the intelligent upgrading of these products within the next two to three years.

Our R&D on IoT will have the dual focus of adding IoT capacity to selected existing products and developing new IoT products that complement our current product offerings. We plan to achieve such goals through proprietary R&D efforts as well as cooperation with industrial peers and research institutions.

In addition to product renovation, we plan to continue to develop and enhance our related hardware capacity and software user experience, including our APP that interfaces and controls our IoT products. We also seek to develop our own IoT platform, and have conducted preliminary technical research in cooperation with three professional research firms. We plan to complete the development and implementation of our proprietary IoT platform within two to three years.

Continue to optimize and expand our sales network

We plan to further leverage the synergy between our online and offline sales network to expand our customer reach in the various geographic markets we operate. We also plan to further tailor our marketing and branding activities for each major market we operate.

In our offline operations, we are committed to further deepen our local penetration in the community store markets by forming strategic relationship with such stores. At the same time, we plan to seek opportunities to increase sales to and cooperation with European franchises.

Conversely, we plan to increase our collaborations with local KOLs to continue to enhance our brand exposure and online sales revenue. We plan to provide broader access to our websites, including offering other languages on our websites.

Commitment to product renovation and offerings based on local customer needs

We plan to further deepen our understanding of different lifestyle and consumer preferences in the various geographic markets we operate. Our R&D efforts will be based on our understandings of current and anticipated consumer needs to achieve organic and consumer-oriented growth of our product portfolio. By leveraging the local knowledge of our local sales teams and the technology know-how of our R&D team, we plan to continue to research and develop more market-specific product offerings. As such, we plan to further improve our internal control and management to promote collaboration among our local sales teams, customer service team and R&D team.

Further prudent expansion into global markets

As an immediate operational goal, we aim to deepen our footprint in the selected geographic markets we recently entered into, including but not limited to Africa and North America. We seek to replicate our successful experience in our operational expansion in Europe by building and relying on local sales teams to procure industrial customers and enhance brand recognition.

We believe we can leverage our success in European markets in our expansion in developed markets such as the North America. Conversely, we believe we could achieve first-mover advantage in certain local markets where IoT is yet to develop into a widely-accepted consumer habit. Our experience in forming strategic relationship with local community stores could help educate local consumers on IoT life-style and give them first-time exposure of IoT products we offer.

OUR BUSINESS

We primarily offer consumers lifestyle products through our various sales channels, with a particular focus on four main product categories: (i) lighting products; (ii) electrical products; (iii) household appliances; and (iv) pet products. We have three proprietary brands, namely, AIGOSTAR®, nobleza® and Taylor Swoden®.

IoT products are one of our strategic focuses. As of December 31, 2024, we had over 400 IoT-integrated products.

Our Products

The table below sets forth the revenue contribution by each of our key product lines as well as our IoT-integrated products:

Lighting Products

We offer a wide variety of lighting products, including:

•        basic lighting, such as lamp beads, LED strip lights, light tubes and bulbs;

•        home lighting, such as strip light, ceiling fan with lights, LED furniture cabinet lights, kitchen lights, indoor wall lights, night lights, pendant lights, table lamps and ceiling lights;

•        commercial lighting, such as LED light bars, ring lights, batten/track/down/panel/high bay/tri-proof lights and LED party lights;

•        outdoor lighting, such as submersible lights, solar lights, solar light strips and LED flood lights; and

•        tools lighting, such as head lamps, camping lights and torches.

Electrical products

•        household products, such as switches, removable sockets & plugs, adaptors, low voltage electrical products,

•        electrical accessories, such as conduits and trunkings, electrical tapes, cable pullers, spiral wrapping bands and nylon cable ties; and

•        other electrical products, such as cameras, ventilation fans, junction boxes, digital multimeters, terminal blocks, sensors, timing sockets, batteries and doorbells.

Household Appliances

Our household appliances include:

•        personal-care appliances, such as hair trimmer series and hair dryers;

•        home appliances, such as air humidifiers, aroma diffusers, portable air conditioners, electric fans and heaters; and

•        kitchen appliances, such as water dispensers, kitchen utensils & gadgets, coffee makers, waffle makers, electric kettles, toasters and air fryers.

Pet Products

Our pet products include food, toys, cleaning supplies, houses, furniture, outdoor equipment, health supplies, training supplies and accessories. We offer pet products for a wide variety of pets, including dogs, cats, aquarium animals, small animals (such as rabbits, hamsters), birds, and horses.

Within the four categories of products, we have established a product portfolio of diversified types and levels to effectively serve the varying demands of consumers. One of the key factors to strengthen our competitiveness is our capability to effectively upgrade existing products and add new products based on our market research of consumer demands. In 2023 and 2024 we were able to maintain a product portfolio that consisted of approximately 20% new products offered to the market in the respective year. At the same time, through our research and development capabilities, we are able to manufacture our IoT products to scale.

IoT Development

Since 2019, we have been implementing transitions from the utilization of intelligent technologies in specific product categories (such as lighting, electrical products, and household appliances) to creating an eco-system where all smart products are interconnected. From 2019 to 2023, our IoT development has evolved through three product generations, starting with single Wi-Fi products, to Wi-Fi + Bluetooth, and finally Bluetooth MESH. We have been a pioneer in utilizing Bluetooth MESH technology for mass production, with hundreds of SKUs already incorporating this advanced technology. In 2023 and 2024, our total revenue generated from IoT products were approximately €4.74 million and €4.65 million, accounting for 3.1% and 2.6% of our total revenue of the same years, respectively.

Our IoT development is also driven by particular consumer needs in everyday scenarios. A typical example is our smart pet feeder with a built-in camera. To meet the remote feeding and monitoring needs of pet owners, we provide this intelligent pet feeder with functions such as remote scheduled feeding, adjustment of the monitoring angle of the camera, visible-sight during the night, food shortage reminder, privacy mode (timing switch-off camera) and other practical functions. Our wall sconce with integrated IoT technology also features a built-in camera, which can send automatic alerts to our IoT app for both lighting and security purposes. Our products eligible for the intelligent upgrade plan include smart lighting products (including home lighting and outdoor lighting), smart kitchen appliances and cleaning appliances, smart security devices such as cameras and doorbells, and smart pet products such as pet feeders. We plan to invest about 20 million RMB to the IoT upgrading of such products, including fees for equipment and molds, and fees on research and development. We aim to complete the intelligent upgrading of these products within the next two to three years.

We currently use a third-party open public cloud platform for our IoT integration. This platform is scalable and accessible to developers and businesses for the integration of their IoT devices and applications, and is considered one of the most widely-used public cloud services in China. We have entered into a Cooperation Framework Agreement with this third-party service provider. Our agreement provides that the third-party cloud platform provides IoT device connecting services for us, as well as necessary support and guidance for purpose of using such services. Please see “Risk Factors — Risks Related to Our Business and Industry — Our business in IoT-integrated products utilizes cloud services provided by third party, and is still in the development phase. If we are unable to maintain our relationship with cloud service provider or manage our expansion of IoT products successfully, our business, financial condition and results of operations may be materially and adversely affected.” We are also actively seeking to develop our own IoT platform, and have conducted preliminary technical research in cooperation with three professional research firms. We aim to complete the development and implementation of our proprietary IoT platform within two to three years.

Our Brands

AIGOSTAR

AIGOSTAR has dedicated its efforts to developing lighting products, electrical products and household appliances. In 2014, we introduced AIGOSTAR brand featuring lighting products (especially LED home lighting and commercial lighting) and electrical products, marking our entry into the traditional department store supplies industry. Since 2014, we successively registered the trademark in 14 countries. In 2015, we entered into the household appliance market with the AIGOSTAR brand. In 2019, we worked towards upgrading our AIGOSTAR products and transitioning them into intelligent solutions.

As of December 31, 2024, we provided our customers with more than 7,000 SKUs under the AIGOSTAR brand.

nobleza

Our second largest core proprietary brand is nobleza. Established in Europe in 2015, this brand specializes in pet products. As a pet brand for global O2O-integrated service, nobleza’s sales network covers 18 countries across several continents, including Spain, Italy, Poland, the Netherlands, Portugal, Germany, France, Denmark, Sweden, the United States, and the United Kingdom. Revenue generated from pet products with the nobleza brand increased by 11.6% in 2024 compared to 2023. In 2023 and 2024, nobleza accounted for approximately 24% and 23% of our total revenue, respectively. In 2024, online channels accounted for 40% of this brand’s revenue, while the majority of its offline sales were concentrated mainly in the Southern, Northern and Eastern European markets, with cooperation with more than 10,000 community stores customers and supermarkets. As of December 31, 2024, nobleza provided our customers with more than 3,000 SKUs.

Taylor Swoden

Tailor Swoden® exclusively caters to our online e-commerce platform sales, with products offering focusing on household appliances. These products are not available through any other channels.

OUR MANUFACTURERS

We procure our products from third-party original design manufacturers (ODMs), or original equipment manufacturers (OEMs). In 2023 and 2024, approximately 90% of our products were produced by Chinese manufacturers, while approximately 10% of our products were produced by manufacturers in India, Spain, and Italy. Our agreements with manufacturers and suppliers generally include description of products, quantum, price per unit, total amount, payment terms, specification of standard, packaging requirements, and port of destination. Typically, our agreements with suppliers provide for us to pay within a certain period after the products are loaded.

Our Relationship with OEM/ODM Suppliers

OEM/ODM Approaches

We source a wide range of products from different ODM and OEM suppliers.

Under the OEM approach, the products are wholly or partially researched, developed and designed by us, and then manufactured by our OEM suppliers using our brands. We generally adopt the OEM approach for our core strategic products, products with strong competitive edges, most of our IoT products and products that have customized functions, such as our air fryer, smart cat litter box and IoT-integrated household appliances. Our R&D team will develop the products with tailor-made designs to meet particular customers’ special needs. Depending on our R&D process and from time to time with the suppliers’ participation, the normal development period of a product is from seven to 11 months for OEM products and generally no more than six months for ODM products. On the other hand, we typically outsource normal or technically less challenging products, such as lightbulbs and electric wires, to our ODM manufacturers, who provide both design and manufacturing services.

The development mode of ODM or OEM is guided by our annual development plan and determined according to the particularities of specific products. For information about our research and development strategy, see “Business — Research and Development.”

Advantages of Our OEM/ODM Approaches

We utilize asset-light strategies in our OEM/ODM production supply chain. Our businesses can operate without the burden of owning and maintaining large assets like factories and production equipment, which improves the flexibility of our operation and our focus on sales business. These approaches allow us to dedicate more funds and effort towards product research, development, design, sales channel expansion, and enhancing our competitive edge in these crucial areas of our operation.

More than 90% of our purchases are sourced from China and, based on our product scale, we make effort to obtain relatively favorable prices from Chinese suppliers than suppliers in the target markets, thereby enabling us to continue to benefit from our overall cost advantage.

PRICING

In general, we aim to set our products at competitive prices. Our strengths in pricing benefit from our diversified and cost-effective suppliers within China. Through partnerships with multiple Chinese OEM/ODM companies, we endeavor to leverage our high purchase volume to secure these products at competitive prices. In addition, our sales department will perform monthly price evaluations on our products that have already been sold internationally. Depending on market shifts and fluctuations in raw material prices, we may negotiate with our suppliers for price reduction.

Our Customers and Sales Channels

During the past several years, we expanded our overseas business and sold our products to various countries and regions around the world, including Spain, Italy, the Netherlands, Poland, Germany, the United Kingdom, France, the United States, Greece, Cyprus, Romania, Denmark, Sweden, Norway, Latvia, Slovakia, Ghana, Mexico, Guatemala Ville, Serbia, Ukraine, Croatia, Paraguay, Saudi Arabia, Mauritius, Cape Verde, and Belgium. The majority of our sales were generated from Southern Europe. For example, in 2023 over 31.5% and 28.9% of our revenue from Spain and Italy, and in 2024, about 35.1% and 25.4% of our revenue was generated from these two countries.

Our sales channels in Europe, North America, South America and Africa are illustrated below:

Through years of accumulation and in-depth layout of our comprehensive sales network, in 2024 we reached more than 10,000 active offline customers, including community stores, large chain supermarkets, distributors, professional procurements, as well as our online channels including online e-commerce platforms and our

proprietary AigoSmart App, forming a multi-layered market network that provides comprehensive coverage of our intended customers. The integration and synergy of online and offline sales channels helps driving our sales and expanding our brand influence in these markets.

In 2023 we generated 50.8% and 48.3% of our aggregate revenue from offline customers and online sales, respectively. In 2024, 55.8% and 43.5% from offline and online channels, respectively. The table below sets forth the revenue contribution of each type of customers from different sales channels:

____________

Notes:

(1)      Including community stores, shopping malls, supermarkets, distributors, and construction project partners, and including orders placed by offline customers via proprietary apps designed specifically for offline order placement.

(2)      Including customers placing orders via third-party E-commerce platforms and our proprietary AigoSmart APP.

Offline Channels

Community Stores

We generate the majority of our offline sales revenue from community store customers. In 2023 and 2024, we had 9,878 and 10,244 community store customers, respectively. Our community store customers are mainly located in Southern European countries, among which approximately 7,500 community store customers were located in Spain and Italy in 2023, and the number of community store customers was further increased to over 10,000 in 2024.

The revenue from community stores in Spain and Italy accounted for approximately 50% of the total revenue of the respective countries in 2024. Revenue generated from community stores in Spain and Italy, in turn, represented over 95% of our total revenue from community store customers in 2024.

Shopping at local community stores is a popular way for residents to buy everyday items and is closely tied to local life, culture, and spending habits. Our local community store customers can cater to such consumption needs of local residents within the community. Our local store customers can be well acquainted with the lifestyle, culture and behaviors of local end consumers, enabling them to easily identify consumer needs and recommend appropriate products. Community stores’ access to local population and word-of-mouth recommendation allow us to achieve deep penetration at the community level. By receiving end consumers’ feedback at community stores, we can gain better and prompt understanding of their needs and adjust our product portfolio by replacing obsolete products, upgrading selected existing products and adding new products.

Shopping Malls & Supermarkets

Our products are also available at various supermarkets, ranging from large comprehensive ones to specialized building-materials supermarkets. We also assist certain supermarkets in setting up displays and layouts of our branded products. In 2023, we had more than 800 shopping mall and supermarket customers worldwide, with a concentration in European countries, and the number of our shopping mall and supermarket customers increased to approximately 1,500 in 2024.

In Poland, the supermarkets with whom we cooperate are mainly integrated supermarkets (including well-known global supermarket chains such as Carrefour and Dino, as well as local supermarket chains). In Italy and Spain, the supermarkets with whom we cooperate are mainly specialized supermarkets and stores, including specialized supermarkets for construction materials, household appliance stores, and stores for specific categories (for example, pet products only). Collaboration with shopping malls and supermarkets (particularly some large franchise stores) elevates the exposure of our brand and enable us to quickly expand our local consumer reach.

As disclosed in this prospectus, Arteconfort became our wholly-owned subsidiary following the completion of its acquisition transaction on January 1, 2025. Arteconfort is a company engaged in the sale of household appliances and lighting products, and has been operating in Europe for nine years. It has established strong distributional channels in large-scale supermarkets. Arteconfort is seeking to bolster its product research and development capabilities. We believe the acquisition of Arteconfort would potentially enhance our product distribution efficiency and customer reach in Europe, and be beneficial to both parties.

Distributors

In 2023 and 2024, we had over 400 distributor customers, which were mainly located in Central and Eastern Europe, South America, and Africa. From 2021 to 2023, we expanded our distributor business in countries and regions other than Europe, accelerating the globalization of our two core brands, AIGOSTAR and nobleza.

Our IT system supports the value-added services we provide to up-stream distributor customers. We offer our distributors access to our IT system, which helps them improve their inventory management and operational efficiency. For instance, we set up the warehousing system and cashier system of our distributor customers in Mexico. As part of our services, we plan to devise other systems to help with their internal management and sales processes. Our customer interaction and information management platforms can enable distributor customers to conveniently handle the orders placed by their own customers.

We continue cultivating and supporting distributor customers. Our distributor customers can receive personalized service, including assistance with product selection, preparation, logistics, and after-sales support. In the event of any after-sales issues, our product center and R&D center are readily available to offer assistance. Our team in the IT department can also provide technical support to customers who encounter problems. Our sales team can assist customers to determine the sales volume, formulate a reasonable corresponding purchasing plan and arrange production based on such plan. We also share our information of inventory of physical products with our customers periodically.

Construction Project Partners

Our construction project partners primarily consist of construction team and engineering company. The main products purchased by these customers are usually lighting products and electrical products. In 2023, we had approximately 50 construction project partner customers, which were mainly located in Poland and the Netherlands. In 2024, we had more than 200 construction project partner customers, which are mainly located in Poland, the Netherlands and Italy.

Online Channels

Third-party E-commerce Platforms

Third-party e-commerce platforms are our main customer source in online sales channels. We cooperate with and have entered into agreements with third-party e-commerce platforms including Amazon, Worten, Cdiscount, Allegro, among others. These online third-party platforms provide us with additional channels for the sale of our products and market intelligence to optimize our product offerings.

In Europe, Amazon.com is our most significant online sales channel, approximately 85% of the aggregate revenue from all of our online sales channels was generated from sales on Amazon.com. In 2024, our online stores at Amazon.com sold products to customers from approximately 15 countries including but not limited to Spain, Italy, France, Germany, Poland and the United States, marking an increase from 2023 when we had online customers from 12 countries.

We have entered into Amazon Services Business Solutions Agreement (“Amazon Agreement”), the key terms of which include:

•        General Terms, including the enrollment process, service fee payment, term and termination clauses; specifically, the term and termination clause provides that the Amazon Agreement may be terminated at any time by us or Amazon, and that Amazon may terminate the Amazon Agreement if it determines that we have materially breached the agreement, or our account has been or may be used for deceptive or fraudulent or illegal activity, or our use of Amazon services could harm Amazon’s interests;

•        Selling on Amazon Service Terms, which set forth the terms to sell products on Amazon, and provide for the process of product listing and order processing, returns and refunds, remittance of sale proceeds;

•        Fulfillment by Amazon Service Terms, which provide for the terms of the fulfillment services provided by Amazon;

•        Amazon Advertising Service Terms, which govern the use of Amazon’s advertising services, and

•        Transaction Processing Service Terms, which govern the payment processing arrangement with Amazon.

Our primary focus for launching products on the e-commerce platforms is on high-specialty items, such as smart lighting, high unit price and individualized products, like small household appliances.

display of our products on Amazon with rating

Self-owned Online Platforms

AigoSmart APP

We currently operate one sales app, namely, “AigoSmart App.” AigoSmart App is our own online mall and sells products of our proprietary brands only. Products currently being sold on AigoSmart App include lighting products, electrical products, household appliances and pet products (including smart products), with more than 100 available products and SKUs.

In addition to product sales, we have also incorporated intelligent product terminal control and community features into AigoSmart App. In addition to shopping, the AigoSmart APP provides a space for customers to interact with other users and share their shopping experience, in order to foster a closer relationship between users and the platform.

Pages of our AigoSmart App

Proprietary Website

We currently operate three sales websites (https://www.aigostarstore.com/, www.noblezashop.com, http://www.taylorswoden.com, hereinafter referred to as “Store Websites”). Our Store Websites sell products of our self-owned brands only. Our Store Websites aims to reach our target end-consumers directly. Products currently being sold on the Store Websites include lighting products, electrical products, household appliances and pet products (including smart products).

Sales and Marketing

We focus our marketing activities on building our brand reputation, increasing market awareness, and acquiring customers. Our marketing team consisted of staff from our product center, marketing department and sales department. Our marketing initiatives are primarily geared towards Southern Europe, but we also have a reach in northern and eastern European countries as well as certain south American and African countries. Our main marketing initiatives include:

Unique Branding Strategy Program

The core strategy of our branding initiatives is to form long-term cooperative relationships with our offline customers by helping them innovate their store management and operation model. In 2019, we launched Project Falcon, offering our customers an integrated sales solution that included store renovation and decoration, advertisement, and setting up sales areas that were dedicated to showcase our branded products. We systematically procure our customers to renovate or set up sales areas that are dedicated to showcase our branded products. These “store-within-a-store” often feature our standardized décor and enhance our brand exposure, and are also effective in showcasing our tailor-made or in-house designed new products, the unique features of which can be viewed and tested by consumers first-hand. We are able to form a team to specifically cater to the local stores’ unique needs and offer prompt and efficient solutions. We also offer an online solution to our customers through which they can preview the overall 3D presentation of product displays in the stores, helping them design and organize their product displays.

As our long-term branding strategy, we launched “Project Falcon” to sell products in local community stores and other local channels which used to be distributed only through large-sale franchise stores. As of December 31, 2024, we have helped over 4,000 local stores in Europe for their renovation. We believe that Project Falcon’s impact will further strengthen our offline sales in the future.

Branding and Endorsement

We employ comprehensive strategies for our branding and endorsement, primarily consisting of offline and online approaches.

•        Offline Branding and Endorsement.    Other than Project Falcon, we also employ traditional advertising measures such as billboards at mass transportation hubs, offering sponsorships for select events (such as European football club games), and inviting celebrities for endorsements.

•        Online Branding and Endorsement.    Since our inception we have been emphasizing the value of online resources, especially social media, for brand promotion. We collaborated with KOLs for brand endorsements. Our self-operated platforms — such as our websites, AigoSmart App, WeChat official accounts and video accounts — also serve our online marketing campaigns. We also encourage supporters of our brands to form TELEGRAM and WhatsApp groups to learn about our upcoming products, and make recommendations for improvements. In addition, we maintain various official social media accounts to actively engage our supporters and users. As of December 31, 2024, our AIGOSTAR and nobleza brands had a total of approximately 3.76 million followers on our TikTok, Pinterest, Facebook, Instagram, LinkedIn, YouTube, and other popular social media accounts.

Marketing Events

We develop our marketing strategy tailored to our various product categories. For pet products, we participate in pet-themed profitable or charitable activities. For example, in 2023, we participated in Pet Marathon in Spain to increase the exposure and awareness of our pet brand Nobleza. For IoT-integrated household products, we host and invite existing and potential clients to product launching events. Our other marketing strategies include: participating in trade exhibitions, initiating marketing events such as raffle, gift sponsorship, and pre-sale events.

In addition, we take part in marketing events organized by third-party platforms. For example, we partner with third-party discount websites, such as deal.com, to promote our sales and discounts. We also employ Google’s Search Engine Optimization and Search Engine Marketing.

Order Fulfillment

We currently own or rent warehouses in China, Spain, Italy, Poland, France, the United Kingdom and Germany. The following table shows the size and growth of our warehouses in each country: