As filed with the Securities and Exchange Commission on March 6, 2026

Registration No. 333-287532

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4

TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Living Homeopathy International Ltd.

(Exact name of registrant as specified in its charter)

4/F, Union Park Centre

771-775 Nathan Road, Prince Edward

Kowloon, Hong Kong

+852 2625 4619

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

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

 s

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

With a Copy to:

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

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

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

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

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

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

Emerging growth company ☒

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

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

EXPLANTORY NOTE

On February 4, 2026, we issued an aggregate of 10,000,000 Ordinary Shares (as defined below) at par value $0.0001 per share, consisting of 9,000,000 Class A Ordinary Shares (as defined below) and 1,000,000 Class B Ordinary Shares (as defined below), to the current shareholders of the Company (the “Adjustment Issuance”) substantially in proportion to their respective holding of the Ordinary Shares immediately prior to the Adjustment Issuance. The number of the Ordinary Shares issued under the Adjustment Issuance is determined to achieve the equivalent result that a forward split, being a share subdivision under Cayman laws, at a ratio of 2-for-1 would have on the issued and outstanding Ordinary Shares. As a result, immediately prior to the completion of this offering, we will have 20,000,000 Ordinary Shares issued and outstanding, consisting of 18,000,000 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares, and immediately after the closing of this offering, we will have 23,750,000 Ordinary Shares, consisting of 21,750,000 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares issued and outstanding, assuming the underwriters do not exercise the over-allotment option.

All share numbers, option numbers, derivative securities numbers and exercise price appearing in this registration statement have been adjusted to give effect to the Adjustment Issuance on a retroactive basis as if the share issuance had been in existence from the earliest period presented, unless otherwise indicated or unless the context suggests otherwise.

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

3,750,000 Class A Ordinary Shares

Living Homeopathy International Ltd.

This is an initial public offering of 3,750,000 Class A ordinary shares of Living Homeopathy International Ltd. (the “Company” or “Living Homeopathy,” and when referring to the consolidated company including the Company’s subsidiaries, “we”, “us”), par value $0.0001 per share (each, a “Class A Ordinary Share”, collectively, “Class A Ordinary Shares”). The estimated initial public offering price for the Class A Ordinary Shares in the offering is expected to be between $4.0 and $6.0 per Class A Ordinary Share.

Living Homeopathy will reserve the symbol “LHI” for the purpose of listing its Class A Ordinary Shares on the Nasdaq Capital Market, or Nasdaq. This offering is contingent upon the final approval from Nasdaq for the listing of Living Homeopathy’s Class A Ordinary Shares on the Nasdaq Capital Market. Living Homeopathy will not proceed to consummate this offering if Nasdaq denies its listing application. However, there can be no guarantee or assurance that the offering will be closed and Living Homeopathy’s Class A Ordinary Shares will be approved for trading on the Nasdaq Capital Market.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 18 of this prospectus to read about factors you should consider before buying our Class A Ordinary Shares.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary — Implications of Being an “Emerging Growth Company” on pages 18 and 11, respectively.

Immediately prior to the completion of this offering, our issued and outstanding share capital consists of 18,000,000 Class A Ordinary Shares and 2,000,000 Class B ordinary shares, par value $0.0001 per share (each, a “Class B Ordinary Share,” collectively, “Class B Ordinary Shares”), and immediately after the completion of this offering, our outstanding share capital will remain consisting of Class A Ordinary Shares and Class B Ordinary Shares. As of the date of this prospectus, Mr. Ka Lun To, our Chairman and Chief Executive Officer, through his holding company, has beneficial ownership and control over 9,360,000 Class A Ordinary Shares and 1,040,000 Class B Ordinary Shares, representing approximately 52% of our total voting power and immediately after the completion of this offering, Mr. To, through his holding company, will continue to have beneficial ownership and control over 9,360,000 Class A Ordinary Shares and 1,040,000 Class B Ordinary Shares, representing approximately 48.23% of our total voting power, assuming the underwriters do not exercise their over-allotment option. Therefore, we do not expect that we will be a “controlled company” as defined under the Nasdaq Stock Market Rules after the completion of this offering. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights and restrictions on transfer of shares. Holders of Class A Ordinary Shares shall be entitled to one vote per share on all matters subject to the vote at general meetings of our Company, and holders of Class B Ordinary Shares shall be entitled to 15 votes per share on all matters subject to the vote at general meetings of our Company. Holders of our Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Each Class B Ordinary Share will be convertible into one Class A Ordinary Share either (i) at the option of the holder of Class B Ordinary Shares at any time, or (ii) automatically and immediately when the holder of Class B Ordinary Shares transfers to a third party not affiliated with such holder. Class A Ordinary Shares will not be convertible into Class B Ordinary Shares under any circumstances.

Living Homeopathy is a holding company incorporated as an exempted company on May 7, 2024 in the Cayman Islands. As a holding company with no material operations, our operations are primarily conducted by Living Homeopathy Limited (“Living Homeopathy Hong Kong” or “Living Homeopathy HK”), our wholly-owned subsidiary in Hong Kong, a special administrative region of the People’s Republic of China. This is an offering of the Class A Ordinary Shares of Living Homeopathy, the holding company incorporated in Cayman Islands, instead of shares of Living Homeopathy Hong Kong, our Hong Kong operating subsidiary. You may never directly hold any equity interest in our operating subsidiary.

We are not based in mainland China and do not have operations or generate revenue in mainland China. We currently do not have or intend to set up any subsidiary in mainland China, and do not foresee the need to enter into any contractual arrangements with a variable interest entity (“VIE”) to establish a VIE structure in mainland China. For the six months ended September 30, 2025, and 2024, we generated all our revenues from Hong Kong. For the years ended March 31, 2024 and 2025, we generated all our revenues from Hong Kong.

Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.”

However, in light of the PRC government’s recent expansion of authority in Hong Kong, we may be subject to uncertainty about any future actions of the PRC government or authorities in Hong Kong, and it is possible that all the legal and operational risks associated with being based in, and having operations in, mainland China may also apply to operations in Hong Kong at any time and with little or no advance notice. There is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong. The PRC government may intervene or influence our current and future operations in Hong Kong at any time with little or no advance notice or may exert more control over offerings conducted overseas and/or foreign investment in issuers like us. Such governmental actions, if and when they occur: (i) could significantly limit or completely hinder our ability to continue our operations; (ii) could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and (iii) may cause the value of our Class A Ordinary Shares to significantly decline or become worthless.

We are also aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland Chinese companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. In addition, due to long arm provisions under the current laws and regulations of mainland China, there remains regulatory uncertainty with respect to whether in the future we will be required to obtain permissions or approvals from the authorities of mainland China to operate our business or to list our securities on the U.S. exchanges and offer securities.

The amended Cybersecurity Review Measures, published by the Cyberspace Administration of China (the “CAC”) and 12 other relevant PRC government authorities on December 28, 2021 and came into effect on February 15, 2022, provide that a “network platform operator” that possesses personal information of more than one million users and seeks a listing in a foreign country must apply for a cybersecurity review. Further, the relevant PRC governmental authorities may initiate a cybersecurity review against any company if they determine certain network products, services or data processing activities of such company affect or may affect national security.  As of the date of this prospectus, subject to final determination by the CAC and relevant competent authorities, Han Kun Law Offices, our PRC counsel, has advised on the basis that (i) our business operations are conducted in Hong Kong, (ii) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, (ii) we do not have any business operations in mainland China, and (iii) we possess personal information of less than one million individuals in the PRC and we have never been recognized as a critical information infrastructure operator in the PRC, we are currently not required to obtain any permission or approval from the CAC or any other governmental authorities of mainland China to operate our business or to list Living Homeopathy’s securities on the U.S. exchanges and offer securities, nor have we been denied of any permissions or approvals from the authorities of mainland China.

Article 15 of the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, promulgated by the China Securities Regulatory Commission (the “CSRC”) on February 17, 2023 and became effective on March 31, 2023, provides that if the issuer meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by a mainland China company and such issuer shall fulfill the CSRC filing procedure prior to its listing on the foreign stock markets: (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 mainland China 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. Subject to final determination by the CSRC and relevant competent authorities, Han Kun Law Offices, our PRC counsel, has advised us that, based on the facts that (i) we do not operate any entities in mainland China and the revenue, total profit, total assets or net assets as documented in our audited consolidated financial statements for the most recent fiscal year is accounted for by our Hong Kong subsidiary located outside mainland China; (ii) except for the operation of our virtual flagship store on Tmall Global, an e-commerce platform for international businesses to directly sell our brand-name goods to consumers in mainland China, which was recently set up in June 2024 and has not generated sales to consumers in mainland China, as of the date of this prospectus, our business operations are conducted in Hong Kong; and (iii) our senior management team are not PRC citizens and have their residence located outside mainland China,  we do not meet the criteria as set forth in Article 15 of the Overseas Listing Trial Measures, and are not required to fulfill the filing procedures with the CSRC to list our securities on a U.S. securities exchange or issue securities to foreign investors. However, as the Overseas Listing Trial Measures were newly published, there are substantial uncertainties that the CSRC may take a view that is contrary to our understanding of the Overseas Listing Trial Measures because the CSRC may have substantial discretion over the determination of “indirect overseas offering and listing by a domestic company.” Han Kun Law Offices LLP, our Hong Kong counsel, has advised us that, as of the date of this prospectus, Living Homeopathy is not required to obtain any permission or approval from the governmental authorities of Hong Kong to list on the U.S. exchanges and offer securities.

Nevertheless, if we (i) do not receive or maintain such permissions or approvals, should such permissions or approvals be required in the future by the government of mainland China or Hong Kong, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we may be unable to obtain such permissions or approvals in a timely manner, or at all, and may face regulatory actions or other sanctions from the CSRC, the CAC or other PRC or Hong Kong regulatory authorities if we fail to fully comply with any new regulatory requirements. Consequently, our operations and financial condition could be materially adversely affected and Living Homeopathy’s ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and become worthless. If there is a significant change to current political arrangements between mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like us, it may result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See “Risk Factors - Risks Related to Our Corporate Structure” beginning on page 27 and “Risk Factors — Risks Related to Doing Business in Hong Kong” beginning on page 31 of this prospectus for more information.

Pursuant to the Holding Foreign Companies Accountable Act (the “HFCA Act”), if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect an issuer’s auditor for three consecutive years, the issuer’s securities are prohibited from trading on a national exchange or “over-the-counter” markets. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which amended the HFCA Act and requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 (“Determination Report”) which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the PRC, and (2) Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, a Statement of Protocol was signed by the PCAOB, the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in mainland China and Hong Kong (the “Statement of Protocol”). The PCAOB was required to assess whether it is able to inspect and investigate completely registered public accounting firms headquartered in mainland China and Hong Kong by the end of 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. Our auditor, WWC, P.C., is headquartered in San Mateo, California, and has been inspected by the PCAOB on a regular basis. Our auditor is not headquartered in mainland China or Hong Kong and was not identified as a firm subject to the PCAOB’s determination. Notwithstanding the foregoing, in the future, if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations located in mainland China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCA Act. See “Risk Factors — Risks Related to This Offering and the Class A Ordinary Shares – Although the audit report included in this prospectus is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in Living Homeopathy’s securities may be prohibited under the HFCA Act if the SEC subsequently determines Living Homeopathy’s audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist Living Homeopathy’s securities. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which amended the HFCA Act and requires 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, thus reducing the time period for triggering the prohibition on trading.,” on pages 39 and 40 of this prospectus for more information.

Neither Living Homeopathy nor its subsidiaries have maintained cash management policies which dictate the purpose, amount and procedure of cash transfers between the entities. Each entity needs to comply with applicable laws or regulations with respect to transfer of funds, dividends and distributions with other entities. As a holding company, we may rely on transfer of funds, dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends and our cash and financing requirement may not be fully satisfied.

Other than LTO Holdings Ltd., our other shareholders waived their right to dividends for each of the years ended March 31, 2025 to leave profits within the Company. The Company recorded constructive dividend of $983,560 and declared cash dividend of $325,078 during the years ended March 31, 2025 and 2024 to LTO Holdings Ltd., our controlling shareholder, respectively. See “Dividend Policy” beginning on page 52 of this prospectus for further details. Since the end of the year ended March 31, 2025, the Company has not declared or recorded any dividends. We intend to keep any future earnings to re-invest in and finance the expansion of the business of our Hong Kong operating subsidiaries, and we do not anticipate that any cash dividends will be paid in the foreseeable future to the U.S. investors immediately following the consummation of this offering. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business.

This prospectus does not constitute, and there will not be, an offering of securities to the public in the Cayman Islands.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all of the Class A Ordinary Shares if any such Class A Ordinary Shares are taken. Assuming an offering price of $5.0 per Ordinary Share, which is the midpoint of the estimated initial public offering range set forth on the cover page of this prospectus, the total gross proceeds to Living Homeopathy, before underwriting discounts and expenses, will be $18,750,000.

We have granted the underwriters an option, exercisable for 45 days after the closing date of this offering, to purchase up to an additional 15% of the Class A Ordinary Shares offered in this offering on the same terms to cover over-allotments, if any.

The underwriters expect to deliver the Class A Ordinary Shares to purchasers in the offering on or about [●], 2026.

Living Homeopathy may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

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

Prospectus dated [●], 2026

TABLE OF CONTENTS

Living Homeopathy and the underwriters have not authorized any person to give you any supplemental information or to make any representations for Living Homeopathy. You should not assume that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus or of any sale of the shares. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. Living Homeopathy is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information in this registration statement is not complete and is subject to change. No person should rely on the information contained in this document for any purpose other than participating in Living Homeopathy’s proposed offering, and only prospectus dated hereof, is authorized by Living Homeopathy to be used in connection with our proposed offering. The preliminary prospectus will only be distributed by Living Homeopathy and no other person has been authorized by Living Homeopathy to use this document to offer or sell any of Living Homeopathy’s securities.

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

COMMONLY USED DEFINED TERMS

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

Living Homeopathy does not have any material operations of its own and Living Homeopathy is a holding company with operations conducted in Hong Kong through its Hong Kong subsidiary, Living Homeopathy Hong Kong. Living Homeopathy’s reporting currency is US dollars. This prospectus contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise noted, all translations from HKD to US$ and from US$ to HKD in this prospectus are made at US$1 = HKD7.7809 as published in H.10 statistical release of the United States Federal Reserve Board on September 30, 2025. No representation is made that the HKD amounts could have been, or could be, converted, realized or settled into US$ at such rate, or at any other rate.

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

We operate in a competitive and rapidly evolving industry; it may be difficult to evaluate our prospects, and we may not be able to effectively manage our growth or implement our business growth plan.

The homeopathy products market in Hong Kong is competitive and rapidly evolving. We may have limited insight into trends that may develop and affect our business, and we may make errors in predicting and reacting to industry trends and evolving needs of our customers.

Our historical results and growth may not be indicative of our future performance, and we may fail to continue our growth or maintain our historical growth rates. If our products and services do not develop as we expect, or if we fail to continue to address the needs of our users, our business and financial conditions may be materially adversely affected.

In addition, we may not be able to effectively manage our growth. Our business expansion may increase the complexity of our operations and place a significant strain on our managerial, operational, financial and human resources. Our current and planned personnel, systems, procedures and controls may not be adequate to support our future operations. If we are not able to manage our growth effectively, our business and prospects may be materially and adversely affected.

Further, there is no guarantee that we will be able to successfully implement our business expansion plan, such as extension of our sales into new markets beyond Hong Kong. If we fail to implement our business growth plan, our business prospectus, results of operations and financial condition may be materially and adversely affected.

Unfavorable publicity or consumer acceptance of our products generally could reduce our sales.

Our business sustainability and growth rely upon consumer awareness and acceptance of our homeopathic products. Consumer acceptance of products can be significantly influenced by scientific research or findings, national media attention and other publicity about product use and our company generally. A product may initially be received favorably, resulting in high sales that may not be sustainable as consumer preferences change. Alternatively, skepticism of claims made by entities in the healthcare and wellness industry may limit the number of individuals that believe our consumer products are effective, which may negatively affect our ability to generate significant sales from our products.

We are committed to consumer education via various approaches, such as industry forum presentations, regular trainings, and mentor and mentee network. However, changing, nurturing and enhancing consumer acceptance or behavior patterns may take months or years to accomplish and there is no guarantee that we will be successful in doing so. There is no guarantee that consumers will be willing to use our products. If consumers are not willing to purchase our products, our ability to generate significant revenue from the sale of our consumer product may be limited and our business, financial condition and results of operations may be adversely affected.

In addition, publicity or publications in the form of published scientific research, statements by regulatory authorities, competitors, customers or otherwise, whether or not accurate, could be unfavorable to homeopathy or any of our particular products. Adverse publicity in any form, whether or not accurate, that associates use of our products or any other similar products with adverse events, that questions the benefits of our or similar products, that claims that such products are ineffective or that alleges our labeling or promotional statements and materials do not comply with applicable laws, regulations or policies could have a material adverse effect on our reputation, business, financial condition or results of operations. We have been subject to negative publicity from time to time, including negative publicity on our product, LIVING Colloidal Silver, and cannot rule out the possibility of future negative publicity on this and all of our other products, whether or not accurate. For example, the Hong Kong Department of Health issued a press release on February 27, 2023 on a case of silver poisoning involving a senior female customer who allegedly had a history of consuming Living Colloidal, and reminds the public of not consuming products containing colloidal silver. Our sales of LIVING Colloidal Silver were subject to our quality control procedure, comprising conducting certain sample testing at Hong Kong STC. See “Business – Quality Control” on page 89 of this prospectus for further details. We immediately terminated the sales of LIVING Colloidal Silver for human use. If any human consumption of LIVING Colloidal Silver results in silver poisoning or other harmful side effects, consumers may bring legal actions against us for damages and regulators may bring investigations or other proceedings against us which may result in our exposure to monetary and non-monetary penalties. If so, our reputation, business growth, financial condition and results of operations will be materially and adversely affected. Even if we are found not at fault in these legal actions or proceedings, we will have to put in substantial financial resources and managerial attention to deal with these legal actions and proceedings, which otherwise can be applied toward our business development. As of the date of this prospectus, we are not aware of any complaints, claims, regulator inquiries or legal proceeding relating to Living Colloidal Silver, which, however, if occurs, will adversely affect our business, financial condition and results of operations. Any negative publicity on us or any of our products could have a material adverse effect on our reputation and the sales of our products, which could further materially and adversely affect our business, financial condition and results of operations.

Our business is heavily regulated and our industry may be subject to increasingly tightened regulatory requirements and scrutiny in the main markets where we operate and the new markets we will sell our products, which could potentially adversely affect our business growth, financial condition and results of operations.

As of the date of this prospectus, our primary operations are based in Hong Kong. Our business is heavily regulated in Hong Kong and must comply with applicable laws and regulations, including the need to obtain certain licenses and permits. For example, we are required to comply with the Food Safety Ordinance (Chapter 612 of the Laws of Hong Kong) and be registered as a food importer/distributor under the Food Safety to be able to import health supplements into Hong Kong for sale. See “Regulations – Food Safety Ordinance (Chapter 612 of the Laws of Hong Kong)” on page 91 of this prospectus. If we fail to obtain or maintain such license and permits, our business, financial condition and results of operations could be materially and adversely affected. Further, such laws and regulations may be amended from time to time, and we may be exposed to the impact of new laws and regulations. Failure to adhere to such laws and regulations timely could also adversely affect our business, financial condition and results of operations.

As the homeopathy industry is still evolving in Hong Kong, new laws and regulations may be adopted from time to time. According to Frost & Sullivan, the Hong Kong government is working towards developing more stringent regulatory frameworks. Substantial uncertainties may exist regarding the interpretation and implementation of current and future Hong Kong laws and regulations applicable to our operations. Our current business activities could be found in violation of any future laws and regulations or any of the laws and regulations currently in effect due to changes in the relevant authorities’ interpretation of these laws and regulations. In addition, although relevant Hong Kong government authorities currently do not have any laws or regulations governing homeopaths and homeopathy therapists’ qualifications, activities, behaviors, and other elements that may have an impact to our business, they could tighten the restrictions on homeopathy business and promulgate new laws and regulations in the future. Any tightened regulatory requirements and scrutiny can put pressure on our operational and compliance costs as well as operational and managerial resources.

Further, we constantly seek opportunities to increase our revenue by making sales into new geographic regions beyond Hong Kong. For example, we may sell our products through our virtual flagship store on Tmall Global. With sales to other geographic regions, we may be exposed to applicable rules and regulations in the new markets where we sell our products, which could put pressure on our operational and compliance costs as well as operational and managerial resources. For example, sales to customer in mainland China on our flagship store on Tmall Global, we need to comply with all the applicable laws in China with respect to food safety and advertising law. Specifically, business operations of health food that are not registered pursuant to the relevant provisions of the PRC Food Safety Law may be face confiscation of illegal income and foodstuff from the illegal business activities as well as be exposed to monetary penalties. Advertising unregistered health food products may constitute false advertising according to the PRC Advertising Law, which will result in monetary penalties. See “Regulation – Regulations Related to our Business Operation in Mainland China” on page 99 of this prospectus for more details.

If we fail to adapt to any new regulatory requirement of our existing markets or the regulatory requirements of new regions where we sell our products, or any competent government authority considers that we operate our business without any requisite license, permit or approval, or otherwise fails to comply with applicable regulatory requirements, we may be subject to administrative actions and penalties against us, including fines, confiscation of our incomes, revocation of our licenses or permits, or, in severe cases, cessation of certain business. Any of these actions may have a material and adverse effect on our business, financial condition and results of operations.

Potential product liability, false marketing or other consumer claims against us could cause us to incur substantial liabilities and we may face regulatory penalties.

Our homeopathic remedies, homeopathic co-remedies and classical flower remedies are for human use. We may face the risk of product liability claims and other consumer claims that are inherent in sales of products for human consumption. To ensure product safety, our quality control procedure comprises manufacturer selection and product quality check. For example, in 2023, we have adopted the quality control practice of requesting our suppliers of homeopathic co-remedies supplier to provide certificate of hygiene or bacteria check, certificate of the origin, and certificate of free sale, as applicable. In addition, in 2023, we have adopted the quality control practice of sending samples of existing products to HK STC approximately once or twice a year and sending samples of new products for testing at Hong Kong STC prior to making any sales. See “Business – Quality Control” on page 89 of this prospectus for further details. Despite the quality control practice, if any of the products we sell are believed to cause injury, not safe or cause an adverse effect. We may face the risk of product liability, which could adversely affect our business, financial condition and results of operations. Product liability might be brought against us by regulators, consumers, or others coming into contact with our products. As of the date of this prospectus, we are not aware of any product liability claim against us. However, if any human consumption of our products results in any harmful side effective, consumers may bring legal actions against us for damages and regulators may bring investigations or other proceedings against us, which may result in our exposure to monetary and non-monetary penalties. Any of these may materially and adversely affect our business, operations, growth potential, financial condition and results of operations.

We could be subject to negative publicity from time to time. Neither can we rule out the possibility that any existing negative publicity on any of our products, including LIVING Colloidal Silver, or any future publicity would result in claims or disputes. Our marketing and sale of products could also expose us to product liability and false marketing risks that are inherent in the testing, manufacturing and marketing of such products. Failure to maintain policies and procedures, obtain or maintain sufficient product liability insurance or otherwise protect or successfully defend, against product liability or false marketing claims could prevent or delay the commercialization or marketing of our products or future potential products or expose us to substantial liabilities and diversions of resources, all of which may materially and adversely affect our business, financial condition and results of operations. Regardless of the merit or eventual outcome, product liability or false marketing claims may result in:

We may be subject to enforcement action if we, our employees or mentors and mentees engage in improper marketing or promotion of our products.

Our promotional materials, product packaging, websites and promotional practices must comply with applicable laws, rules and regulations, including with respect to the prohibition of false trade description and misrepresentation. Improper promotion of our products could also subject us to the regulations of additional laws and regulation, including Hong Kong Pharmacy and Poisons Ordinance, the Pharmacy and Poisons Regulations, Public Health and Municipal Services Ordinance, the Sale of Goods Ordinance and the Undesirable Medical Advertisements Ordinance, as well as potential liabilities under common law. If the regulator determines that our products are in violation of applicable laws or regulations or are inconsistent with applicable guidance, we could be subject to regulatory or enforcement actions, including the issuance of a warning or untitled letter, injunction, seizure, civil fine or criminal liabilities. It is also possible that regulatory authorities might take action if they consider our promotional statements and materials, labeling, product packaging, websites or promotional practices to constitute false or misleading description of products, which could result in significant fines or liabilities under other statutory authorities. If any of these events occur, our reputation could be damaged and adoption of our products could be impaired and our business, financial condition and results of operations may be materially and adversely affected.

If our competitors alleging that our promotional materials do not comply with applicable laws and regulations, we cannot predict the impact that any future allegations could have on us, including whether such allegations will be made to the regulatory authorities and what actions, if any, the regulatory authorities will take as a result.

We also face the risk that our employees and mentor and mentees, including the practitioners who are homeopath or nutritional therapy practitioner engage in aggressive or improper marketing or promotion of our products, outside the confines of our promotional materials or training programs. While we have agreements governing our relationship with our employees, we cannot rule out the possibilities of employee misconducts. Other than our full employees who are participants of the mentor-mentee programs, the remaining large number of mentors and mentees, including those who are homeopath and nutritional therapy practitioners, are not our employees, and we do not have written agreements with them. With respective to mentors and mentees, although we have written code of conduct, we can control only certain aspects of their activities and our supervisions over their behaviors and conducts can be constrained given the large number of mentors and mentees enrolled into our mentor-mentee program. Nevertheless, we are responsible for ensuring that each of our employees and mentors and mentees acts in accordance with applicable laws. Our reliance on these individuals does not relieve us of our legal and regulatory responsibilities. Any failure by our employees and participants of our mentor-mentee program to comply with applicable laws could lead to regulatory action, could damage our reputation and could materially and adversely affect our business, financial condition and results of operations.

The sustainability of our mentor and mentee program relies on mentors and mentees’ strict compliance with, and our effective enforcement of, our written marketing manual governing the mentor and mentee’s rights and obligations, qualification, conducts, and other, as well as compliance with the relevant laws and regulations.

The mentor-mentee program is our sales and marketing network that started with the involvement of our employees and gradually expanded over years with the participation of our customers who are interested in developing knowledge in homeopathy and applying their interest and knowledge of homeopathy to the marketing and sales of our products to earn sales commissions and to enjoy product discounts that are available to mentors and mentees. This implements the several goals we intended to achieve through our mentor-mentee program, including without limitation, (i) educating consumers through the mentor-mentee network to enhance market awareness of homeopathy and our homeopathic products as alternative treatment to the conventional medicines with a focus on holistic physical and emotional therapy, (ii) providing a platform for customers with interest in homeopathy to access more lecture and training resources, and potentially move forward with more formal homeopathy related education and license programs, and (iii) on the base of (i) and (ii), plug our mentor and mentee network into our sales and marketing strategies to give mentors and mentees an access to monetary compensation tied to their sales of products. As of the date of this prospectus, we have established an extensive mentor and mentee network. We have set up mentor-mentee program-related code of conduct to regulate mentor and mentee conducts and delineate their rights and obligations, setting for the mechanism on compliance supervision, including company supervision, mentor supervision over mentee behavior and self-regulation subject to Company’s monitoring. However, if our supervision and regulating measures are not effective as to unintentional misdemeanor or fraudulent misconducts by our mentors or mentees, the legitimacy and sustainability of our mentor and mentee program will be challenged and our marketing strategies, business, financial conditions and results of operations will be materially and adversely affected as well.

If the relevant laws and regulations regulating “Pyramid Scheme” become increasingly broad on the scope of Pyramid Schemes, there will be more pressure on our compliance cost, managerial resources, and business, and our business, financial conditions, and results of operations will be materially and adversely affected.

We carry out our sales and marketing activities through, among others, our extensive mentor-mentee network. Customers who have bought our products may participate in our mentor-mentee program can become mentees or mentors who are further classified into different levels. Mentors and mentees are entitled to sale discounts and commissions of different levels.

We structure our mentor-mentee program and set up mentor-mentee program related code of conduct to prevent the mentor-mentee program from becoming a pyramid structure as pyramid schemes are prohibited in Hong Kong pursuant to the Pyramid Schemes Prohibition Ordinance (Cap. 617, Laws of Hong Kong). See “Business – Marketing” on page 88 of the prospectus for details. It is an offence for a person to participate in a pyramid scheme. A person who knowingly promotes a pyramid scheme also commits an offence. The Pyramid Schemes Prohibition Ordinance that came into effect on January 1, 2012 provides for a broad definition of “Pyramid Scheme.” See “Regulation - Regulations Related to our Business Operation in Hong Kong” on page 91 of this prospectus for more details. The Pyramid Schemes Prohibition Ordinance defines a pyramid scheme as a scheme in which: (1) new participants must provide a participation payment to a participant or promoter of the scheme; (2) the participation payment is entirely or substantially induced by the prospect that the new participant will be entitled to a recruitment payment; and (3) the recruitment payment is entirely or substantially derived from the introduction to the scheme of a further new participant.

The broad definition of “Pyramid Scheme” may enhance compliance and regulatory risks for genuine multi-level marketing schemes for legitimate business, which may become more susceptible to frivolous claims and more exposed to litigations, which may potentially increase legal and compliance cost and distract managerial attention from business operations and growth. Consequentially, our business, financial condition and results of operations will be adversely affected. If we are guilty of knowingly promoting a pyramid scheme, not only may the relevant contracts be rendered void through illegality, but pecuniary penalties or imprisonment sentences may be imposed. In addition, we may be required to make changes to our business model including the mentor-mentee program and aspects of our sales compensation plan, any of which could materially adversely affect our business, financial condition and results of operation.

If we experience product recalls, we may incur significant and unexpected costs and damage to our reputation, which in turn could have a material adverse effect on our business, financial condition or results of operations.

We may be subject to product recalls, withdrawals or seizures if any of the products we sell are believed to cause injury, not safe or cause an adverse effect or if we are alleged to have violated governmental regulations in the production, labeling, promotion, sale or distribution of our products. We do not rule out the possibility of negative publicity on a product triggering an investigation into the need for product recalls. A recall, withdrawal or seizure of any of our products could materially and adversely affect consumer confidence in our brands and lead to decreased demand for our products. In addition, a recall, withdrawal or seizure of any of our products would require significant management attention, would likely result in substantial and unexpected expenditures and could materially adversely affect our business, financial condition or results of operations.

We may require substantial additional funding in the future. There is no assurance that additional financing will be available to us. 

We cannot assure you that we will have sufficient capital in the future to meet our capital requirements to maintain operations and improve financial performance. If we were unable to meet our future funding requirements for working capital and for general business purposes, we could experience operating losses and limit our marketing efforts as well as decrease or eliminate capital expenditures. If so, our operating results, our business results and our financial position would be adversely affected. If adequate additional financing is not available on reasonable terms, we may not be able to undertake our expansion plan or purchase additional equipment for our operations, and we would have to modify our business plans accordingly.

Damage to the reputation of our brands could adversely affect our business.

Developing and maintaining our reputation, as well as the reputation of our brands, is a critical factor in our relationship with customers, suppliers and others. Our inability to address adverse publicity or other issues, including with respect to product safety, quality, efficacy, environmental impacts (including packaging, energy and water use and waste management), substances and ingredients of potential concern, inclusion, equity and diversity, human rights and other social responsibility or similar matters, or breaches of consumer, customer, supplier, employee or other confidential information, real or perceived, could negatively impact sentiment towards us and our products and brands, and our business and financial results could suffer. In addition, our products could face withdrawal, recall or other quality issues. Consumers increasing use and reliance on social media for information could increase the risk of adverse publicity, potentially with negative perception of our products or brands. Our business and results could also be negatively impacted by the effects of product-related litigation, allegations of product tampering or contamination, or the distribution and sale of counterfeit products.

Increases in labor costs in Hong Kong and non-compliance with laws and regulations relating to employment and labor protection may adversely affect the business of Living Homeopathy Hong Kong, and our results of operations.

The economy in Hong Kong has experienced increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong are expected to continue to increase. We expect that Living Homeopathy Hong Kong’s labor costs, including wages and employee benefits, will continue to increase. Unless Living Homeopathy Hong Kong is able to control its labor costs or pass on these increased labor costs to its customers by increasing service fees, our financial condition and operating results may be adversely affected.

In addition, where Living Homeopathy Hong Kong employs any employees, it is required by Hong Kong laws and regulations to maintain various statutory employee benefits, including mandatory provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave, annual leave and maternity leave, and make severance payments or long service payments. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment. For example, under the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), an employer who fails to comply with the ordinance to secure an insurance cover commits an offence and is liable on conviction upon indictment to a maximum fine of HKD100,000 (approximately US$13,000) and imprisonment for two years. Under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong), an employer who, without reasonable excuse, fails to enroll employees in an MPF scheme pursuant to the ordinance commits an offence and is liable on conviction to a fine of HKD350,000 (approximately US$45,000) and to imprisonment for three years. Therefore, failure to comply with applicable laws and regulations concerning employment and labor protection by Living Homeopathy Hong Kong may result in material and adverse effect on Living Homeopathy Hong Kong’s business, our financial condition and operating results.

If we fail to manage and expand our relationships with suppliers, or otherwise fail to procure products at favorable terms, our business and growth prospects may suffer.

Our suppliers are the manufacturers of our “procured products.” Maintaining strong relationships with these suppliers is important to the growth of our business. Although we have a long history of business relationship with our major suppliers, we cannot assure you that our current suppliers will continue to sell products or provide services to us on commercially acceptable terms, or at all. If our suppliers cease to provide us with favorable payment terms, our requirements for working capital may increase and our operations may be materially and adversely affected.

Moreover, we may also become involved in disputes with our suppliers on the required prepayments and relevant settlement afterwards. If we fail to maintain business relationships with our suppliers due to such disputes, and we will need to establish new supplier relationships promptly to ensure that we have access to a steady supply of products or services on favorable commercial terms. However, we cannot assure you that we will be able to find new suppliers who can satisfy our requirements.

We have a substantial supplier concentration with a limited number of suppliers accounting for a substantial portion of our total purchases. Changes or difficulties in our relationships with our suppliers and loss may harm our business and financial results.

We rely on a limited number of manufacturers as our suppliers. For the years ended March 31, 2025, three suppliers accounted for approximately 37%, 25% and 21% of the total purchases. For the year ended March 31, 2024, three suppliers accounted for approximately 41%, 22% and 20% of the total purchases, respectively. For the six months ended September 30, 2025, three suppliers accounted for approximately 30%, 25% and 20% of the total purchases, respectively. For the six months ended September 30, 2024, three suppliers accounted for approximately 36%, 29% and 23% of the total purchases, respectively. 

As of September 30, 2025, two suppliers accounted for approximately 64% and 19% of the Company’s prepayments to suppliers’ balance, respectively. As of March 31, 2025, two suppliers accounted for approximately 59% and 32% of the Company’s prepayments to suppliers’ balance. As of March 31, 2024, one supplier accounted for approximately 96% of the Company’s prepayments to suppliers’ balance, respectively. As of September 30, 2025, one supplier accounted for approximately 91% of the Company’s accounts payable balance. As of March 31, 2025, one supplier accounted for approximately 92% of the Company’s accounts payable balance. As of March 31, 2024, one supplier accounted for approximately 92% of the Company’s accounts payable balance, respectively.

Inherent risks exist whenever procurement is concentrated with a limited number of suppliers. Our suppliers may fail to meet their procurement obligations, which may adversely affect our business. We do not enter written contracts with any of our suppliers, even though we have a long history of business relationship with our major suppliers. There is no assurance that we can continue to maintain stable and long-term business relationships with any supplier. Failure to maintain existing relationships with the suppliers or to establish new relationships in the future could negatively affect the Company’s ability to deliver products to customers in a price advantageous and timely manner. If the Company is unable to obtain ample supply of goods from existing suppliers or alternative sources of supply, the Company may be unable to satisfy the orders from its customers, and/or could also be pressured to increase its procurement cost, which could materially and adversely affect our business, results of operations and financial condition.

Our lack of written contracts with some of our suppliers reduces the predictability on our procurement, which could adversely our business operations and growth, because our suppliers could cancel or modify our orders on short notice and without penalty.

We do not have written contracts with any of our suppliers. We frequently operate only based on product orders between us and our suppliers with no minimum requirements. Accordingly, we may be subject to suppliers’ cancellation and changes of orders on short notice. These types of cancellations or changes could result in interruption to our business operations, and loss of revenue and/or significant expenditures of resources and funding that we may be unable to recover.

In addition, in the context where suppliers breach their obligations, such as delay in order delivery, product defect or failure to meet product specifications, it may be challenging for us to claim breach of contract when there is no written agreement.

Our business depends on the continued efforts of our senior management. If one or more of our key executives is/are unable or unwilling to continue in his/her/their present positions, our business may be severely disrupted.

Our business operations depend on the continued services of our senior management, particularly the executive officers named in this prospectus. We cannot assure you that we can continue to retain our management’s services. If one or more of our key executives is/are unable or unwilling to continue in his/her/their present positions, we may not be able to replace them easily or at all, our future growth may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain qualified personnel.

Our directors, management and shareholders may from time to time be subject to negative publicity or claims, controversies, lawsuits, other legal and administrative proceedings and fines, which could have a material adverse effect on our business, results of operations, financial condition and reputation.

Our directors, management and shareholders may from time to time be subject to litigation, regulatory investigations, proceedings and/or negative publicity or otherwise face potential liability and expense in relation to commercial, securities or other matters.

Moreover, we cannot guarantee that additional enforcement measures relating to or arising out of lawsuits would not be threatened or brought against us, other shareholders, directors and officers in the future. We do not have control or have limited control over the actions of these parties, and any misbehavior or misconduct by these parties could bring us negative publicity, which would harm our brand and reputation. In addition, the claims and lawsuits may require us to incur additional resources, which could in turn harm our business.

We rely on proprietary information, such as trade secrets and know-how.

We rely on confidentiality agreements, or employment agreements or other agreements that contain non-disclosure provisions to protect our proprietary information, such as trade secrets and know-how. However, we cannot guarantee that we have entered into such agreements with each party that has or may have such access to our proprietary information, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide adequate remedy in the event of unauthorized disclosure or use of proprietary information. We have limited control over the protection of trade secrets used by our third-party and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. Furthermore, Hong Kong does not have a statutory regime for the protection of trade secrets, which is only protected by the common law. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret may be difficult, expensive and time-consuming, and the outcome may be unpredictable. If any of our trade secrets were to be lawfully obtained without a duty of confidence or independently developed by a competitor or other third party, we would have no right to prevent them from using that trade secret to compete with us. If any of our trade secrets were to be disclosed (whether lawfully or otherwise) to or independently developed by a competitor or other third party, our business, operating results, and financial condition will be materially and adversely affected.

We also rely on physical and electronic security measures to protect our proprietary information, but we cannot guarantee that these security measures provide adequate protection for such proprietary information or will never be breached. There is a risk that third parties may obtain unauthorized access to and improperly utilize or disclose our proprietary information, which could harm our competitive advantages. We may not be able to detect or prevent unauthorized access to or use of our information by third parties, and we may not be able to take appropriate and timely steps to mitigate the damages, or the damages may not be capable of being mitigated or remedied.

We may be accused of infringing intellectual property rights of others and content restrictions of relevant laws.

Third parties may claim that we infringe upon their intellectual property rights. The possibility of intellectual property claims against us increases as we continue to grow. Such claims, whether or not having merit, may result in our expenditure of significant financial and management resources, injunctions against us or payment of damages. We may need to obtain licenses from third parties who allege that we have infringed their rights, but such licenses may not be available on terms acceptable to us or at all. These risks have been amplified by the increase in the number of third parties whose sole or primary business is to assert such claims.

The outcome of any claims, investigations and proceedings is inherently uncertain, and in any event, defending against these claims could be both costly and time-consuming and could significantly divert the efforts and resources of our management and other personnel. An adverse determination in any such litigation or proceedings could cause us to pay damages, legal fees and other costs, as well as limit our ability to conduct business or require us to change the manner in which we operate. Even if such assertions against us are unsuccessful, they may cause us to lose existing and future business and incur reputational harm and substantial legal fees.

The proper functioning of our information technology systems is essential to our business. We may fail to maintain the satisfactory performance of our systems.

Our business relies on the proper functioning of our information technology systems. We use information technology systems to enable us to conduct our operations. Although we did not experience any material failure or breakdown of our information technology systems, we cannot assure you that our information technology systems will always operate without interruptions. Any malfunction of our information technology systems, whether caused by computer viruses, hacking or other security breaches, errors encountered during system upgrades or other issues, that result in the unavailability or slowdown of our information technology systems may, individually or collectively, materially and adversely affect our business, financial condition and results of operations.

In addition, computer viruses, security breaches and information theft may lead to delays or errors in transaction processing, inability to fulfill purchase orders or loss of data. We cannot assure you that our security mechanisms will be sufficient to protect our information technology systems from any such occurrences, which could materially and adversely affect our business, reputation and prospects.

Further, we must continue to upgrade and improve our information technology systems and software to support our business growth, and failure to do so could impede our growth. However, we cannot assure you that we will be successful in implementing these system and software upgrades and improvement plans. In particular, our systems may experience interruptions during upgrades, and any new technologies may not be fully integrated with our existing systems on a timely basis, or at all. If our existing or future technology systems or software do not function properly, we could experience disruptions and failures, which in turn could materially and adversely affect our business, financial condition and results of operations.

Our business generates, collects and processes a large quantity of data, and any improper use or disclosure of or unauthorized access to such data may harm our reputation.

Our business may collect and process certain personal information of our customers. We face risks inherent in handling and protecting the security of such data. In particular, we face challenges related to protecting the data in our system, including against attacks on our system by outside parties or fraudulent behavior by our employees, addressing concerns related to privacy and sharing, safety, security and other factors, and complying with applicable laws, rules and regulations relating to the collection, use, disclosure and security of personal information, including requests from regulatory and government authorities relating to such data.

The Hong Kong regulatory and enforcement regime with regard to data security and data protection has continued to evolve. There are uncertainties on how certain laws and regulations will be implemented in practice. Hong Kong regulators have been increasingly focused on regulating data security and data protection. We expect that these areas will receive greater attention from regulators, as well as attract public scrutiny and attention going forward. This greater attention, scrutiny and enforcement, including more frequent inspections, could increase our compliance costs and subject us to heightened risks and challenges associated with data security and protection. If we are unable to manage these risks, our reputation and results of operations could be materially and adversely affected. See “Regulation -- Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), or the PDPO” on page 94 of this prospectus for details.

We may be subject to complaints, claims, controversies, regulatory actions, arbitrations and legal proceedings from time to time. If the outcome of these complaints, claims, controversies, regulatory actions, arbitrations and legal proceedings is adverse to us, it could have a material adverse effect on our business, results of operations, financial condition, liquidity, cash flows and reputation.

We may be subject to or involved in various complaints, claims, controversies, regulatory actions, arbitration, and legal proceedings. Such allegations, claims and proceedings may be asserted against us by third parties, including suppliers, employees, business partners, governmental or regulatory bodies, competitors or other third parties, in administrative, civil or criminal investigations and proceedings. Complaints, claims, arbitration, lawsuits, and litigations are subject to inherent uncertainties, and we are uncertain whether the foregoing claims would develop into lawsuits or regulatory penalties and other disciplinary actions.

There may also be negative publicity associated with litigation that could decrease consumer’s acceptance of our products, regardless of whether the allegations are valid or whether we are ultimately found liable. Lawsuits, litigations, arbitration and regulatory actions may cause us to incur substantial costs or fines, freezing of our assets, utilize a significant portion of our resources and divert management’s attention from our day-to-day operations, or materially modify or suspend our business operations, any of which could materially and adversely affect our financial condition, results of operations and business prospects.

After we become a publicly listed company, we may face additional exposure to claims and lawsuits. These claims could divert management time and attention away from our business and result in significant costs to investigate and defend, regardless of the merits of the claims. In some instances, we may elect or be forced to pay substantial damages if we are unsuccessful in our efforts to defend against these claims, which could harm our business, financial condition and results of operations.

A lack of insurance could expose us to significant costs and business disruption.

Outside of our coverage under our fire insurance and worker’s compensation insurance, none of the holding company or our subsidiaries maintains any insurance to cover assets, property and potential liability of our business. The lack of insurance could leave our business inadequately protected from loss. If we were to incur substantial losses or liabilities due to fire, explosions, floods, other natural disasters or accidents or business interruption that are not covered within our preexisting insurance schemes, our results of operations could be materially and adversely affected.

Our financial and operating performance may be adversely affected by epidemics, natural disasters and other catastrophes.

Our business and financial and operating performance could be materially and adversely affected by the outbreak of epidemics including but not limited to the novel coronavirus (COVID-19), swine influenza, avian influenza, middle east respiratory syndrome (MERS-CoV) and severe acute respiratory syndrome (SARS-CoV).  Our business could be materially and adversely affected in the event that the slowdown or suspension in business operations due to any outbreaks carries for a long period of time.

Similarly, natural disasters, wars (including the potential of war), terrorist activity (including threats of terrorist activity), social unrest and heightened travel security measures instituted in response, and travel-related accidents, as well as geopolitical uncertainty and international conflict, will affect overall economic environment and may in turn have a material adverse effect on our business and results of operations. In addition, we may not be adequately prepared in contingency planning or recovery capability in relation to a major incident or crisis, and as a result, our operational continuity may be adversely and materially affected, which in turn may harm our reputation.

Risks Related to Our Corporate Structure 

Our directors and officers and Class B Shareholders currently control a significant percentage of the total voting power of our outstanding Ordinary Shares, and they collectively are able to decide matters that require votes of shareholders.

As of the date of this prospectus, our directors and officers and Class B shareholders collectively own an aggregate of 95.83% of the total voting power of our outstanding Ordinary Shares. Mr. Ka Lun To, our Chairman and Chief Executive Officer, through his holding company, has beneficial ownership and control over 9,360,000 Class A Ordinary Shares and 1,040,000 Class B Ordinary Shares, representing approximately 52% of our total voting power of our outstanding Ordinary Shares, and Qingtian Holdings Ltd., the other Class B shareholder, holds 5,640,000 Class A Ordinary Shares and 960,000 Class B Ordinary Shares, representing approximately 38.72% of our total voting power. See “Principal Shareholder” on page 107 of this prospectus for details. Immediately after the completion of the offering, our directors and officers and Class B shareholders will collectively control an aggregate of 88.89% of the total voting power of our outstanding Ordinary Shares, and Mr. To will be beneficially interested in an aggregate of 48.23% of the total voting power of our outstanding Ordinary Shares. Immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option, our Class B shareholders, consisting of LTO Holdings Ltd., wholly owned by Mr. To, and Qingtian Holdings Ltd. will own an aggregate of 86.96% of our total voting power of our outstanding Ordinary Shares. Assuming the two Class B shareholders continue to hold 15,000,000 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares, so long as the total ordinary shares hold by the two Class B shareholders represent more than 71.58% of our total outstanding ordinary shares, the two Class B shareholders, if vote together, will continue to control the outcome of matters submitted to shareholders for approval. In cases where their interests are aligned and they vote together, our directors and officers who are beneficial owners and the Class B Shareholders could have significant influence on determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. In cases where their interests are aligned and they vote together, they will also have the power to prevent or cause a change in control. Without the consent of some or all of these shareholders, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interests of these beneficial owners may differ from the interests of our other shareholders. The concentration in the ownership of our Ordinary Shares may cause a material decline in the value of our Class A Ordinary Shares. For more information regarding our beneficial owners and their affiliated entities, see “Principal Shareholders” on page 107 of this prospectus.

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

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have a standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunction.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies (other than the memorandum and articles of association, the register of mortgages and charges and any special resolutions passed by shareholders). The Registrar of Companies of the Cayman Islands shall make available the list of the names of the current directors of the Company (and where applicable the current alternate directors of the Company) for inspection by any person upon payment of a fee by such person. Our directors have discretion under our Amended and Restated Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

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

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital — Differences in Corporate Law” on page 114 of this prospectus.

You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law provides shareholders with only limited rights to convene a general meeting and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our Amended and Restated Articles allows our shareholders holding not less than 10 percent of the right to vote to requisite a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least five days is required for the convening of any of our general meetings. A quorum required for a meeting of shareholders consists of one or more holders holding shares that represent not less than one-third of the outstanding shares in the Company entitled to vote at such general meeting of the Company.

Living Homeopathy may rely on dividends and other distributions on equity paid by its subsidiary to fund any cash and financing requirements it may have, and any limitation on the ability of Living Homeopath’s subsidiaries to make payments to it could have a material adverse effect on Living Homeopathy’s ability to conduct its business.

Living Homeopathy is a holding company incorporated in the Cayman Islands, and it may rely on dividends and other distributions on equity paid by its subsidiary for its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to Living Homeopathy’s shareholders and service any debt it may incur. If any of Living Homeopathy’s subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to Living Homeopathy.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Taxation — Hong Kong Profits Taxation” on page 123 of this prospectus. Any limitation on the ability of Living Homeopathy Hong Kong to pay dividends or make other distributions to Living Homeopathy could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to Living Homeopathy’s business, pay dividends, or otherwise fund and conduct its business.

Our directors are not subject to a term of office. You may be unable to remove a director of the Company.

A director of the Company is not subject to a term of office and shall hold office until he or she is removed or resigned in accordance with our Amended and Restated Memorandum and Articles of Association, unless such director is appointed on such express terms that he or she shall automatically retire from office (unless he or she has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period. According to our Amended and Restated Memorandum and Articles of Association, a director may be removed by an ordinary resolution of our shareholders. An ordinary resolution to be passed at a general meeting of the shareholders requires the affirmative vote of a simple majority of all votes which are cast by those shareholders entitled to vote who are present in person or by proxy at such general meeting. Immediately after the offering, the two Class B shareholders, consisting of LTO Holdings Ltd. and Qingtian Holdings Ltd., will own an aggregate of 8,500,000 ordinary shares, consisting of 7,500,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares, representing 89.11% of our total voting power of our outstanding ordinary shares. In cases where their interests are aligned and they vote together, they could control the outcome of the matters submitted to shareholders for approval, including the removal of any of the directors. Therefore, if the two Class B shareholders vote together against the removal of any director, you may not be able to remove such director.

Living Homeopathy’s lack of effective internal controls over financial reporting may affect its ability to accurately report its financial results or prevent fraud, which may affect the market for and price of Living Homeopathy’s Class A Ordinary Shares.

To implement Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on the company’s internal control over financial reporting. Prior to filing the registration statement of which this prospectus is a part, Living Homeopathy was a private company with limited accounting personnel and other resources for addressing Living Homeopathy’s internal control over financial reporting. Living Homeopathy’s management has not completed an assessment of the effectiveness of Living Homeopathy’s internal control over financial reporting and its independent registered public accounting firm has not conducted an audit of Living Homeopathy’s internal control over financial reporting.

Living Homeopathy will be subject to the requirement that it maintains internal controls and that management performs periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud. As a result, Living Homeopathy’s business, financial condition, results of operations and prospects, as well as the market for and trading price of the Class A Ordinary Shares, may be materially and adversely affected if Living Homeopathy does not have effective internal controls. Before this offering, Living Homeopathy was a private company with limited resources. As a result, Living Homeopathy may not discover any problems in a timely manner and current and potential shareholders could lose confidence in Living Homeopathy’s financial reporting, which would harm Living Homeopathy’s business and the trading price of Living Homeopathy’s Class A Ordinary Shares. The absence of internal controls over financial reporting may inhibit investors from purchasing Living Homeopathy’s Class A Ordinary Shares and may make it more difficult for Living Homeopathy to raise funds in a debt or equity financing.

Material weaknesses or significant deficiencies may be identified in the future. If Living Homeopathy identifies such issues or if Living Homeopathy is unable to produce accurate and timely financial statements, its stock price may decline, and it may be unable to maintain compliance with the Nasdaq Listing Rules.

If Living Homeopathy ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting and other expenses that it would not incur as a foreign private issuer.

Living Homeopathy expects to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, Living Homeopathy will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and Living Homeopathy’s officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, Living Homeopathy will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. While Living Homeopathy currently expects to qualify as a foreign private issuer immediately following the completion of this offering, Living Homeopathy may cease to qualify as a foreign private issuer in the future.

Living Homeopathy is an “emerging growth company” within the meaning of the Securities Act, and if Living Homeopathy takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare Living Homeopathy’s performance with other public companies.

Living Homeopathy is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Living Homeopathy has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, Living Homeopathy, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Living Homeopathy’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. If some investors find Living Homeopathy’s Class A Ordinary Shares less attractive as a result, there may be a less active trading market for Living Homeopathy’s Class A Ordinary Shares and Living Homeopathy’s share price may be more volatile.

Living Homeopathy will incur increased costs as a result of being a public company, particularly after Living Homeopathy ceases to qualify as an “emerging growth company.”

Upon consummation of this offering, Living Homeopathy will incur significant legal, accounting and other expenses as a public company that Living Homeopathy did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. Living Homeopathy is an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of Living Homeopathy’s Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior fiscal year end, and (2) the date on which Living Homeopathy has issued more than $1.0 billion in non-convertible debt during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

Compliance with these rules and regulations increases Living Homeopathy’s legal and financial compliance costs and makes some corporate activities more time-consuming and costly. After Living Homeopathy is no longer an “emerging growth company,” or until five years following the completion of Living Homeopathy’s initial public offering, whichever is earlier, Living Homeopathy expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a public company, Living Homeopathy has been required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. Living Homeopathy has incurred additional costs in obtaining director and officer liability insurance. In addition, Living Homeopathy incurs additional costs associated with its public company reporting requirements. It may also be more difficult for Living Homeopathy to find qualified persons to serve on its board of directors or as executive officers. Living Homeopathy is currently evaluating and monitoring developments with respect to these rules and regulations, and Living Homeopathy cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

Living Homeopathy’s board of directors may decline to register transfers of Class A Ordinary Shares in certain circumstances. 

Except in connection with the settlement of trades, transactions or transfers of Class A Ordinary Shares entered into through the facilities of a stock exchange or automated quotation system on which our Class A Ordinary Shares are listed or traded from time to time, Living Homeopathy’s Board may, in its sole discretion, decline to register any transfer of any Class A Ordinary Share.

If Living Homeopathy’s directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, after compliance with any notice required in accordance with the rules of the relevant stock exchange, be suspended and Living Homeopathy’s register of members closed at such times and for such periods as Living Homeopathy’s board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

This, however, is unlikely to affect market transactions of the Class A Ordinary Shares purchased by investors in the public offering. Once the Class A Ordinary Shares have been listed on the Nasdaq Capital Market, the legal title to such Class A Ordinary Shares and the registration details of those Class A Ordinary Shares in Living Homeopathy’s register of members will remain with Depository Trust Company (“DTC”)/Cede & Co. All market transactions with respect to those Class A Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the “DTC” systems.

Cayman Islands economic substance requirements may have an effect on our business and operations. 

Pursuant to the International Tax Cooperation (Economic Substance) Act, 2018 of the Cayman Islands, or the ES Act, that came into force on January 1, 2019, a “relevant entity” conducting a “relevant entity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is our Company. There are nine designated “relevant activities” under the ES Act, and for so long as our Company is carrying on activities which falls within any of the designated relevant activities, it shall comply with all applicable requirements under the ES Act. If the only business activity that the Company carries on is to hold equity participation in other entities and only earns dividends and capital gains, then based on the current interpretation of the ES Act, our Company is a “pure equity holding company” and will therefore only be subject to the minimum substance requirements, which require us to (i) comply with all applicable requirements under the Companies Act and (ii) have adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that we will not be subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations.

Risks Related to Doing Business in Hong Kong

Our business operations are conducted in Hong Kong.  However, due to the long arm provisions under the current laws and regulations of mainland China, the government of mainland China may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of the Class A Ordinary Shares. The government of mainland China may also intervene or impose restrictions on Living Homeopathy Hong Kong’s ability to move money out of Hong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong. Changes in the policies, regulations, rules, and the enforcement of laws of the government of mainland China may also be quick with little or no advance notice and our assertions and beliefs of the risk imposed by the legal and regulatory system of mainland China cannot be certain.

We are not based in mainland China and do not have operations in mainland China. We currently do not have or intend to set up any subsidiary in mainland China, or do not foresee the need to enter into any contractual arrangements with a VIE to establish a VIE structure in mainland China. For the six months ended September 30, 2025, and 2024, we generated all our revenues from Hong Kong. For the years ended March 31, 2025, and 2024, we generated all our revenues from Hong Kong.  As of the date of this prospectus, subject to final determination by the CAC and relevant competent authorities, Han Kun Law Offices, our PRC counsel, has advised that on the basis that (i) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, (ii) our business operations are conducted in Hong Kong, and (iii) we possess personal information of less than one million individuals in the PRC and we have never been recognized as a critical information infrastructure operator in the PRC, we are currently not required to obtain any permission or approval from the CAC or any other governmental authorities of mainland China to operate our business or to list Living Homeopathy’s securities on the U.S. exchanges and offer securities, nor have we been denied of any permissions or approvals from the authorities of mainland China.

We plan to diversify our sales channels by developing our online flagship store on Tmall Global, an e-commerce platform for international businesses to directly sell our brand name goods to consumers in mainland China, which was recently set up in June 2024. As of the date of this prospectus, this online store has not generated any sales to customers in mainland China. However, even though our online store on Tmall Global targets sales to customers in mainland China, this does not change the facts that (i) we do not have or intend to set up any subsidiary or VIE structure in mainland China, (ii) our business operations remain to be primarily conducted in Hong Kong, and (iii) we possess personal information of less than one million individuals in the PRC and we have never been recognized as a critical information infrastructure operator in the PRC, subject to final determination by the CAC and relevant competent authorities, Han Kun Law Offices, our PRC counsel, has advised that based upon the foregoing, we are not required to obtain any permission or approval from the CAC or any other governmental authorities of mainland China to operate our business or to list Living Homeopathy’s securities on the U.S. exchanges and offer securities.

Pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”.

However, as the government of mainland China may choose to exercise significant oversight and discretion, and the policies, regulations, rules, and the enforcement of laws of the government of mainland China to which we are subject may change rapidly and with little or no advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in mainland China are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and may be inconsistent with our current policies and practices. New laws, regulations, and other government directives in mainland China may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

We are aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange.

The PRC government may intervene or influence our operations at any time or may exert control over offerings conducted overseas and foreign investment in Hong Kong-based issuers, which may result in a material change in our operations and/or the value of the Class A Ordinary Shares. For example, there is currently no restriction or limitation under the laws of Hong Kong on the conversion of HK dollar into foreign currencies and the transfer of currencies out of Hong Kong and the laws and regulations of the PRC on currency conversion control do not currently have any material impact on the transfer of cash between Living Homeopathy, the ultimate holding company, and Living Homeopathy Hong Kong, the wholly-owned operating subsidiary in Hong Kong. However, the PRC government may, in the future, impose restrictions or limitations on our ability to move money out of Hong Kong to distribute earnings and pay dividends to and from the other entities within our organization or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business outside of Hong Kong and may affect our ability to receive funds from Living Homeopathy Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our products and services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measures could materially decrease the value of the Class A Ordinary Shares, potentially rendering it worthless.

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

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

The PRC government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of the Class A Ordinary Shares. Additionally, the governmental and regulatory interference could significantly limit or completely hinder Living Homeopathy’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

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

Our business operations are conducted in Hong Kong. Accordingly, our business operations and financial condition will be affected by the political and legal developments in Hong Kong. During the period covered by the financial information included in this prospectus, we derive all of our revenue from operations in Hong Kong for the years ended March 31, 2025 and 2024 and for the six months ended September 30, 2025 and 2024. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may adversely affect our business operations. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since a substantial part of our operations is based in Hong Kong, any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial position.

If the PRC attempts to alter its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operations. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

Under the Basic Law of the Hong Kong Special Administrative Region of PRC, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent developments including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order and the HKAA to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, mainland China and Hong Kong, which could potentially harm our business.

Our revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including Living Homeopathy, and the market price of the Class A Ordinary Shares could be adversely affected.

There remain some uncertainties as to whether we will be required to obtain approvals from mainland China and Hong Kong authorities to list Living Homeopathy’s securities on the U.S. exchanges and offer securities in the future, and if required, we cannot assure you that Living Homeopathy will be able to obtain such approval. 

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors (the “M&A Rules”), adopted by six regulatory agencies of mainland China in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of mainland China-based companies and controlled by mainland China-based companies or individuals 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.

We are also aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over mainland China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On December 28, 2021, the CAC and other PRC authorities promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022. In addition, the Cybersecurity Law, which was adopted by the Standing Committee of the National People’s Congress on November 7, 2016 and came into force on June 1, 2017, and the Cybersecurity Review Measures, or the “Review Measures”, provide that personal information and important data collected and generated by a critical information infrastructure operator, or a “CIIO”, in the course of its operations in mainland China must be stored in mainland China, and if a CIIO purchases internet products and services that affect or may affect national security, it should be subject to national security review by the CAC together with competent departments of the State Council. On November 14, 2021, CAC published the Regulations on the Network Data Security Administration Draft, or the “Data Security Regulations Draft”, to solicit public opinion and comments. Under the Data Security Regulations Draft, an overseas initial public offering to be conducted by a data processor processing the personal information of more than one million individuals shall apply for a cybersecurity review. Data processor means an individual or organization that independently makes decisions on the purpose and manner of processing in data processing activities, and data processing activities refers to activities such as the collection, retention, use, processing, transmission, provision, disclosure, or deletion of data.

Currently we do not expect the Review Measures to have an impact on the business and operations of Living Homeopathy Hong Kong, or this offering, because (i) Living Homeopathy Hong Kong is incorporated and operating in Hong Kong without any subsidiary or VIE structure in mainland China, and it is unclear whether the Review Measures shall be applied to a Hong Kong company; (ii) as of the date of this prospectus, Living Homeopathy Hong Kong has not collected and stored personal information of any individual customers of mainland China and possesses personal information of less than one million individuals in the PRC and we have never been recognized as a critical information infrastructure operator in the PRC; and (iii) as of the date of this prospectus, Living Homeopathy Hong Kong has not been informed by any governmental authority of mainland China of any requirement that it file for a cybersecurity review for the offering. As of the date of this prospectus, subject to final determination by the CAC and relevant competent authorities, Han Kun Law Offices, our PRC counsel, has advised that based on the foregoing, Living Homeopathy Hong Kong is not required to pass the cybersecurity review of the CAC in order to list the Class A Ordinary Shares in the U.S. Nonetheless, if the authorized PRC regulatory body subsequently determines that we are required to go through such cybersecurity review or if any other PRC government authorities promulgate any interpretation or implementation rules before our listing that would require us to go through a cybersecurity review for this offering, we may fail to complete such cybersecurity review procedures in a timely manner, or at all. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, reputational damage as well as legal proceedings or actions against us, which may have material adverse effect on our business, financial condition or results of operations.

In addition, on December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively, the Draft Rules Regarding Overseas Listings. The Draft Rules Regarding Overseas Listing aim to lay out the filing regulation arrangement for both direct and indirect overseas listing by mainland China-based companies and clarify the determination criteria for indirect overseas listing in overseas markets. According to the Draft Rules Regarding Overseas Listings, among other things, after making initial applications with overseas stock markets for initial public offerings or listings, all mainland China-based companies shall file with the CSRC within three working days.

On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures and relevant five guidelines, which became effective on March 31, 2023. The Overseas Listing Trial Measures 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 mainland China-based companies’ securities by adopting a filing-based regulatory regime.

According to the Overseas Listing Trial Measures, mainland China-based 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 Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (i) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (ii) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (iv) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (v) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.

The Overseas Listing Trial Measures also provides that if the issuer both meets 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. Where an issuer submits an application for initial public offering to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted. The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.

Based on the facts that (i) we do not operate any entities in mainland China and the operating revenue, total profit, total assets or net assets as documented in our audited consolidated financial statements for the most recent fiscal year is accounted for by our Hong Kong subsidiary located outside mainland China; (ii) we do not have any equity interest in any manufacturer located in mainland China and vice versa; and (iii) we conduct our business and are headquartered in Hong Kong rather than in mainland China, and our senior management team are not PRC citizens and have their residence located outside mainland China,  we believe that we do not meet the criteria as set forth in Article 15 of the Overseas Listing Trial Measures, and are not required to fulfill the filing procedures with the CSRC to list our securities on a U.S. securities exchange or issue securities to foreign investors. However, as the Overseas Listing Trial Measures were newly published, there are substantial uncertainties that the CSRC may take a view that is contrary to our understanding of the Overseas Listing Trial Measures because the CSRC may have substantial discretions over the determination of “indirect overseas offering and listing by a domestic company”. If we are required to complete the filing procedures with the CSRC in connection with this offering, we cannot assure you that we will be able to complete such filings in a timely manner, or at all, in the future. Any failure by us to comply with such filing could impact our operations materially and adversely, subject us to order to rectify, warnings and fines, and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

As of the date of this prospectus, subject to final determination by the CAC and relevant competent authorities, Han Kun Law Offices, our PRC counsel, has advised that on the basis that (i) we currently do not have or intend to set up any subsidiary or VIE structure in mainland China, (ii) our business operations are conducted in Hong Kong, and (iii) we possess personal information of less than one million individuals in the PRC and we have never been recognized as a critical information infrastructure operator in the PRC, we are currently not required to obtain any permission or approval from the CAC, or other governmental authorities of mainland China to operate our business or to list Living Homeopathy’s securities on the U.S. exchanges and to issue securities to foreign investors, nor have we been denied of any permissions or approvals from the authorities of mainland China. Furthermore, Han Kun Law Offices LLP, Living Homeopathy’s Hong Kong counsel, has advised Living Homeopathy that, as of the date of this prospectus, Living Homeopathy is not required to obtain any permission or approval from the governmental authorities of Hong Kong to list on the U.S. exchanges and offer securities.

However, if we (i) do not receive or maintain such permission or approval, should the permission or approval be required in the future by the government of mainland China or Hong Kong, (ii) inadvertently conclude that such permission or approval is not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permission or approval in the future, we may be unable to obtain such permissions or approvals in a timely manner, or at all, and may face regulatory actions or other sanctions from the CSRC, the CAC or other PRC or Hong Kong regulatory authorities if we fail to fully comply with any new regulatory requirements. Consequently, our operations and financial condition could be materially adversely affected, and Living Homeopathy’s ability to offer securities to investors could be significantly limited or completely hindered and the securities currently being offered may substantially decline in value and become worthless.

We are aware that recently, the government of mainland China initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little or no advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain what potential impact such modified or new laws and regulations will have on Living Homeopathy Hong Kong’s daily business operations, Living Homeopathy’s ability to accept foreign investments and the listing of the Class A Ordinary Shares on a U.S. or other foreign exchanges. If there is significant change to current political arrangements between mainland China and Hong Kong, the PRC government intervenes or influences operations of companies operated in Hong Kong like us, or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers like Living Homeopathy, it may result in a material change in our operations and/or the value of the securities Living Homeopathy is registering for sale or could significantly limit or completely hinder Living Homeopathy’s ability to offer or continue to offer securities to investors and cause the value of the Class A Ordinary Shares to significantly decline or become worthless.  

Rules for cross-border provision and examination of auditing records and other materials in connection with overseas securities issuance and listing was released and became effective by the CSRC The government of mainland China may impose more stringent requirement for domestic Chinese companies to share business and accounting records with foreign auditing firms and other securities service institutions, which could significantly limit or completely hinder Living Homeopathy’s ability to offer or continue to offer its Class A Ordinary Shares to investors and could cause the value of the Class A Ordinary Shares to significantly decline or become worthless.

On April 2, 2022, the CSRC, in conjunction with the Ministry of Finance, the National Administration of State Secret Protection and the National Archives Administration, issued the Regulations on Enhancing Confidentiality and File Management in Relation to Overseas Securities Issuance and Listing by Domestic Enterprises (Draft for Comments, the “Draft Regulations”), an amendment to the original regulation of the same name published in 2009. The Draft Regulations extend the scope of application of the regulations to indirectly listed enterprises, and expand the definition of “domestic enterprises” to encompass domestic corporations directly listed on overseas exchanges as well as the domestic operating subsidiaries of indirectly listed companies. The Draft Regulations requires that, before providing or publicly disclosing documents and materials involving state secrets or government work secrets to security brokers, security service providers, or overseas regulators, the domestic enterprises shall seek approval from the relevant government regulators, and make filings with the local secret protection regulators at the same government level.

The Draft Regulations expand the scope of the regulations from “state secrets” to “state secrets and work secrets of government agencies”. However, the Draft Regulations do not define the scope of such secrets, but merely state that “in case where it is unclear or disputed as to whether state secrets are involved, the issue shall be submitted to the relevant secret protection regulator for determination; in case where it is unclear or disputed as to whether government work secrets are involved, the issue shall be submitted to the relevant government regulator for determination.”

The Draft Regulations mandates that domestic enterprises need to follow the prescribed procedures before furnishing “accounting records or copies of accounting records of significant state or societal storage value” to relevant security brokers, security service providers, and overseas regulators. If it is necessary to transmit such materials of significance out of mainland China, the relevant enterprises need to follow the prescribed procedures for advance approval. Similarly, if an overseas accounting firm intends to provide auditing work on a domestic enterprise seeking overseas listing, the accounting firm shall follow the prescribed procedures under the relevant state laws and regulations. A domestic enterprise shall not provide accounting records to an overseas accounting firm or network who has not satisfied the prescribed procedures.

On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Archives Rules, which took effect on March 31, 2023. Pursuant to the Archives Rules, domestic companies that seek overseas offering and listing shall strictly abide by applicable laws and regulations of the PRC and the Archives Rules, enhance legal awareness of keeping state secrets and strengthening archives administration, institute a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations. Such domestic companies shall not leak any state secret and working secret of government agencies, or harm national security and public interest. Furthermore, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any document and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. Moreover, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. The Archives Rules also stipulate that a domestic 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 national regulations. As we are not domestic companies, and do not plan to leak any state secret and working secret of government agencies, or harm national security or public interest in connection with provision of documents, materials and accounting archives, we believe we may not be required to obtain relevant approval or file with the secrecy administrative department in accordance with the Archives Rules with respect to the offering. However, as the Archives Rules was newly published, there are substantial uncertainties as to the implementation and interpretation, if we are required to perform additional procedures in connection with the provision of accounting archives or other documents, we cannot assure you that we will be able to fulfill such procedures in a timely manner, or even at all. Any failure by us to comply with the Archives Rules may materially adversely affected, our ability to offer securities to investors to become significantly limited or completely hindered.

On August 26, 2022, a Statement of Protocol was signed by the PCAOB, the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. On December 29, 2022, the CAA was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. 

We cannot guarantee that we will be able to obtain any approval or authorization from relevant secret protection regulator or other government authorities in a timely manner, or any such approval or authorization can be obtained at all and if we are required to obtain any approval or authorization. Failure to obtain the necessary approvals or complete the required filings in a timely manner may result in the failure to complete the listing or subject us to fines, penalties or other sanctions, which may have a significant adverse impact on our financial position and operations.

In addition, the Archives Rules take into account the international practice of cross-border audit regulatory co-operation and requires that “on-site inspections should be conducted mainly by CSRC and Chinese regulators, or rely on the inspection results of Chinese regulators” stated in the Regulations on Enhancing Confidentiality and File Management in Relation to Overseas Securities Issuance and Listing published in 2009. The Archives Rules make it clear that the CSRC or Chinese regulators shall provide necessary support through multilateral or bilateral cooperation mechanism for cross-border investigation and examination carried out by overseas securities administrative authorities and regulators on mainland China enterprises seeking overseas listings and security brokers or security service providers providing securities services for such domestic enterprises in respect of their activities relating to such overseas issuance and listings. However, there is no existing tried-and-proved mechanisms for cross-border regulatory cooperation, and it is difficult to carry out shareholder claims or regulatory investigations in mainland China similar to those in the United States, due to various legal and practical problems.

Although we do not believe that we are currently prohibited from providing its accounting records to our auditor or that we or our auditor would be required to go through any prescribed procedures for approval under current laws and regulations of mainland China, we may be subject to additional compliance requirements in the future. Since the Archive Rules are newly promulgated, and the interpretation and implementation are not very clear, we cannot assure you that we will be able to receive clearance of such regulatory requirements in a timely manner, or at all, in the future. If the CSRC, the state secret protection regulator or any other relevant government regulator require that we obtain approval or complete relevant procedure prior to the completion of this offering, the offering will be delayed until we have obtained such approval or completed such procedure. There is also the possibility that we may not be able to obtain or maintain such approval, complete such procedure or that we inadvertently concluded that such approval or procedure was not required. If prior approval or procedure was required while we inadvertently concluded that such approval or procedure was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain such approval or procedure in the future, we may face regulatory actions or other sanctions from the CSRC or other regulatory authorities of mainland China.  Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder Living Homeopathy’s ability to offer or continue to offer the Class A Ordinary Shares, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations, and cause the Class A Ordinary Shares to significantly decline in value or become worthless.

It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within mainland China.

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in mainland China. For example, in mainland China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside mainland China. Although the authorities in mainland China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanisms. Furthermore, according to Article 177 of the PRC Securities Law of mainland China of the PRC, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the mainland China. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within mainland China may further increase difficulties faced by you in protecting your interests. 

Our principal business operation is conducted in Hong Kong. In the event that the U.S. regulators carry out investigation on Living Homeopathy and there is a need to conduct investigation or collect evidence within the territory of the mainland China, the U.S. regulators may not be able to carry out such investigation or evidence collection directly in mainland China under the laws and regulations of mainland China. The U.S. regulators may consider cross-border cooperation with securities regulatory authority of mainland China by way of judicial assistance, diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of mainland China.

You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against Living Homeopathy or its management named in the prospectus based on Hong Kong laws.

Currently, our major operations are conducted outside the United States, and all of our assets are located outside the United States. Except for two independent directors who are U.S, nationals, the remaining Living Homeopathy’s directors and officers are Hong Kong nationals or residents with assets substantially located in Hong Kong. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against Living Homeopathy or its management named in the prospectus, as judgments entered in the United States can be enforced in Hong Kong only at common law.  If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. For more information regarding the relevant laws of the British Virgin Islands and Hong Kong, see “Enforceability of Civil Liabilities” beginning on page 49 of this prospectus.

We may be affected by the currency peg system in Hong Kong.

Since 1983, Hong Kong dollars have been pegged to the U.S. dollars at the rate of approximately HKD7.80 to US$1.00. We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.

Risks Related to This Offering and the Class A Ordinary Shares

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

Prior to this initial public offering, there has been no public market for our Class A Ordinary Shares. We plan to list the Class A Ordinary Shares on the Nasdaq Capital Market. If an active trading market for the Class A Ordinary Shares does not develop after this offering, the market price and liquidity of the Class A Ordinary Shares will be materially and adversely affected.

Negotiations with the underwriters will determine the initial public offering price for the Class A Ordinary Shares which may bear no relationship to their market price after the initial public offering. We cannot assure you that an active trading market for the Class A Ordinary Shares will develop or that the market price of the Class A Ordinary Shares will not decline below the initial public offering price.

Although the audit report included in this prospectus is prepared by U.S. auditors who are subject to PCAOB inspections on a regular basis, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection. Furthermore, trading in Living Homeopathy’s securities may be prohibited under the HFCA Act if the SEC subsequently determines Living Homeopathy’s audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist Living Homeopathy’s securities. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which amended the HFCA Act and requires 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, thus reducing the time period for triggering the prohibition on trading.

As an auditor of companies that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, Living Homeopathy’s auditor is required under the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. The PCAOB is currently unable to conduct inspections without the approval of the PRC government authorities. Living Homeopathy’s U.S. auditor is subject to PCAOB inspections on a regular basis, and we have no operations in mainland China. However, if there is significant change to current political arrangements between mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in mainland China and we cannot assure you that Living Homeopathy’s auditor’s work will continue to be able to be inspected by the PCAOB.

As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a foreign public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (“EQUITABLE”) Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges such as the Nasdaq of issuers included on the SEC’s list for three consecutive years, thus reducing the time period for triggering the prohibition on trading. It is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. On May 20, 2020, the U.S. Senate passed the HFCA Act, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The U.S. House of Representatives passed the HFCA Act on December 2, 2020, and the HFCA Act was signed into law on December 18, 2020. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCA Act. Living Homeopathy will be required to comply with these rules if the SEC identifies Living Homeopathy as having a “non-inspection” year (as defined in the interim final rules) under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. Under the HFCA Act, Living Homeopathy’s securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if Living Homeopathy’s auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in Living Homeopathy’s Class A Ordinary Shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the AHFCAA, which amended the HFCA Act and requires 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, thus reducing the time period for triggering the prohibition on trading. On September 22, 2021, the PCAOB adopted a final rule implementing the AHFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the AHFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act. Rule 6100 provides a framework for the PCAOB to use when determining, as contemplated under the AHFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the AHFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the SEC announced that the PCAOB designated mainland China and Hong Kong as the jurisdictions where the PCAOB is not allowed to conduct full and complete audit inspections as mandated under the HFCA Act. On August 26, 2022, a Statement of Protocol was signed by the PCAOB, the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in mainland China and Hong Kong. Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. On December 29, 2022, the CAA was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Living Homeopathy’s auditor is based in the United States, and therefore is not currently subject to the determinations announced by the PCAOB on December 16, 2021. Notwithstanding the foregoing, in the future, if there is any regulatory change or step taken by PRC regulators that does not permit WWC, P.C. to provide audit work papers located in mainland China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, the trading in Living Homeopathy’s securities may be prohibited under the HFCA Act, ultimately resulting in a determination by a securities exchange to delist our securities. Delisting of Living Homeopathy’s Class A Ordinary Shares would force holders of the Class A Ordinary Shares to sell their Class A Ordinary Shares. The market price of Living Homeopathy’s Class A Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance.

The SEC is assessing how to implement other requirements of the AHFCAA, including the listing and trading prohibition requirements described above. Future developments in respect of increasing U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures.

The recent joint statement by the SEC, proposed rule changes submitted by Nasdaq, and an act passed by the U.S. Senate and the U.S. House of Representatives, all call for additional and more stringent criteria to be applied to emerging market companies. These developments could add uncertainties to our offering, business operations, share price and reputation.

U.S. public companies that have substantially all their operations in China (including in Hong Kong) have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial reporting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.

On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based or having substantial operations in emerging markets including China, reiterating past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in China and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other U.S. regulatory actions, including in instances of fraud, in emerging markets generally.

On May 20, 2020, the U.S. Senate passed the HFCA Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act.

On May 21, 2021, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in a “Restrictive Market”, (ii) prohibit Restrictive Market companies from directly listing on the Nasdaq Capital Market, and only permit them to list on the Nasdaq Global Select or the Nasdaq Global Market in connection with a direct listing, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

As a result of this scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on Living Homeopathy, its offering, business and share price. If Living Homeopathy becomes the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend Living Homeopathy. This situation will be costly and time-consuming and distract our management from developing our growth. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our shares.

Nasdaq may apply additional and more stringent criteria for Living Homeopathy’s initial and continued listing because Living Homeopathy plan to have a small public offering and Living Homeopathy insiders will hold a large portion of its listed securities.

Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities on Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities. Nasdaq was concerned that the offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management. Living Homeopathy’s initial public offering will be relatively small and the insiders of Living Homeopathy will hold a large portion of its listed securities following the consummation of the offering. Therefore, Living Homeopathy may be subject to the additional and more stringent criteria of Nasdaq for its initial and continued listing, which might cause delay or even denial of our listing application.

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

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

The market price for the Class A Ordinary Shares may be volatile.

The trading prices of the Class A Ordinary Shares are likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deteriorating financial results of internet or other companies based in China that have listed their securities in the United States in recent years. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in their trading prices. The trading performances of other Chinese companies’ securities after their offerings, including internet and e-commerce companies, may affect the attitudes of investors toward Chinese companies listed in the United States, which consequently may impact the trading performance of the Class A Ordinary Shares, regardless of our actual operating performance. Any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or other matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. In addition, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as the large decline in share prices in the United States, China and other jurisdictions in late 2008, early 2009 and the second half of 2011, which may have a material adverse effect on the market price of the Class A Ordinary Shares.

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

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

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

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

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

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

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

If you purchase Class A Ordinary Shares in this offering, you will pay more for your Class A Ordinary Shares than the amount paid per share by our existing shareholders for their Ordinary Shares. As a result, you will experience immediate and substantial dilution of approximately $4.34 per Ordinary Share, representing the difference between the initial public offering price of $5.0 per Class A Ordinary Share (midpoint of the price range set forth on the cover page of this prospectus) and our net tangible book value per Class A Ordinary Share as of September 30, 2025 after giving effect to the net proceeds to us from this offering. See “Dilution” for a more complete description of how the value of your investment in the Class A Ordinary Shares will be diluted upon completion of this offering.

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on price appreciation of the Class A Ordinary Shares for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the Class A Ordinary Shares as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain restrictions of Cayman Islands law. Under Cayman Islands law, our company may only pay dividends out of wither profits or share premium; provided that in no circumstances may a dividend be paid if, this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our Class A Ordinary Shares will likely depend entirely upon any future price appreciation of our Class A Ordinary Shares. There is no guarantee that our Class A Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased the Class A Ordinary Shares. You may not realize a return on your investment in our Class A Ordinary Shares and you may even lose your entire investment in our Class A Ordinary Shares.

Substantial future sales or perceived potential sales of Class A Ordinary Shares in the public market could cause the price of the Class A Ordinary Shares to decline.

Sales of Class A Ordinary Shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of the Class A Ordinary Shares to decline. Immediately after the completion of this offering, we will have 21,750,000 Class A Ordinary Shares outstanding, assuming the underwriters do not exercise their over-allotment option. All Class A Ordinary Shares sold in this offering will be freely transferable without restriction or additional registration under the Securities Act. All of our executive officers and directors and shareholders holding 5% or more of our Class A Ordinary Shares have agreed not to sell our Class A Ordinary Shares for a period of 180 days following the effective date of this prospectus, subject to extension under specified circumstances. Class A Ordinary Shares subject to these lock-up agreements will become eligible for sale in the public market upon expiration of these lock-up agreements, subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. To the extent shares are released before the expiration of the lock-up period and sold into the market, the market price of the Class A Ordinary Shares could decline. Moreover, the perceived risk of this potential dilution could cause shareholders to attempt to sell their shares and investors to short our Class A Ordinary Shares. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

We may need additional capital and may sell additional Class A Ordinary Shares or other equity securities or incur indebtedness, which could result in additional dilution to our shareholders or increase our debt service obligations.

We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our cash resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities or equity-linked debt securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or terms acceptable to us, if at all.

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

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

In addition, under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of an exemption that allows us to delay adopting new or revised accounting standards until such time as those standards apply to private companies. As a result, we will not be subject to the same new or revised accounting standards as other public companies that comply with the public company effective dates. We have also elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result of these elections, the information that we provide to our shareholders may be different than you might receive from other public reporting companies. 

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

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime. As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

We will incur significantly increased costs as a result of being a public company, and our management has no prior experience in managing and operating a public company and required to devote substantial time to compliance initiatives and reporting requirements associated therewith.

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

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

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

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.

Prior to this offering, we were a private company with limited accounting personnel and other resources to address our Company’s internal controls and procedures. Our management has not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the Class A Ordinary Shares.

Upon the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our second annual report on Form 20-F after becoming a public company. In addition, if 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 on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden 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 material weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “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 annual or interim statements will not be prevented or detected on a timely basis”.

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 speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from the Nasdaq Capital Market to regulatory investigations and to civil or criminal sanctions.

If we are listed on the Nasdaq Capital Market and our financial condition deteriorates, we may not meet continued listing standards on the Nasdaq Capital Market. 

The Nasdaq Capital Market also requires companies to fulfill specific requirements in order for their shares to continue to be listed. If our Class A Ordinary Shares are listed on the Nasdaq Capital Market but are delisted from the Nasdaq Capital Market at some later date, our shareholders could find it difficult to sell our Class A Ordinary Shares. In addition, if our Class A Ordinary Shares are delisted from the Nasdaq Capital Market at some later date, we may apply to have our Class A Ordinary Shares quoted on the Bulletin Board or in the “pink sheets” maintained by the National Quotation Bureau, Inc. The Bulletin Board and the “pink sheets” are generally considered to be less efficient markets than the Nasdaq Capital Market. In addition, if our Class A Ordinary Shares are not so listed or are delisted at some later date, our Class A Ordinary Shares may be subject to the “penny stock” regulations. These rules impose additional sales practice requirements on broker-dealers that sell low-priced securities to persons other than established clients and institutional accredited investors and require the delivery of a disclosure schedule explaining the nature and risks of the penny stock market. As a result, the ability or willingness of broker-dealers to sell or make a market in our Class A Ordinary Shares might decline. If our Class A Ordinary Shares are not so listed or are delisted from the Nasdaq Capital Market at some later date or become subject to the penny stock regulations, it is likely that the price of our Class A Ordinary Shares would decline and that our shareholders would find it difficult to sell their shares.

We have not finally determined the use of the proceeds from this offering, and we may use the proceeds in ways with which you may not agree. 

While we have identified the priorities to which we expect to put the proceeds of this offering, our management will have considerable discretion in the application of the net proceeds received by us. We have reserved the right to re-allocate funds currently allocated to that purpose to our general working capital. If that were to happen, then our management would have discretion over even more of the net proceeds to be received by our company in this offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve profitability or increase our stock price. The net proceeds from this offering may be placed in investments that do not produce profit or increase value. See “Use of Proceeds” on page 50 of this prospectus.

We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our Class A Ordinary Shares.

Based on the anticipated market price of our Class A Ordinary Shares in this offering and expected price of our Class A Ordinary Shares following this offering, and the composition of our income, assets and operations, we do not expect to be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you the U.S. Internal Revenue Service will not take a contrary position. Furthermore, this is a factual determination that must be made annually after the close of each taxable year. If we are a PFIC for any taxable year during which a U.S. Holder (as defined below under “United States Federal Income Tax Considerations”) holds our Class A Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder, including increased U.S. federal income tax liability and additional reporting requirements. Our status as a PFIC is a fact-intensive determination made on an annual basis. Accordingly, our U.S. counsel expresses no opinion with respect to our PFIC status and also expresses no opinion with regard to our expectations regarding our PFIC status. Prospective U.S. Holders should note that, if we are determined to be a PFIC for any taxable year, we do not currently intend to prepare or provide the information that would enable investors to make a qualified electing fund election which, if available, would result in different (and generally, less adverse) U.S. federal income tax consequences under the PFIC rules.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. Holders who own our Class A Ordinary Shares if we were determined to be a PFIC, see “United States Federal Income Taxation Considerations — Passive Foreign Investment Company (“PFIC”).”

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors” beginning on page 18 of this prospectus. We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws than the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

All of our assets are located outside the United States. In addition, of the majority of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of Hong Kong may render you unable to enforce a judgment against our assets or the assets of our directors and officers. We have appointed Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168, to receive service of process with respect to any action brought against us in the United States.

Service of Process and Enforcement of Civil Liabilities in Cayman Islands

Ogier, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would: (a) recognize or enforce judgments of U.S. courts obtained against us based on certain civil liability provisions of securities laws of the United States or any state in the United States; or (b) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

We have also been advised by Ogier that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment is:

Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

Service of Process and Enforcement of Civil Liabilities in Hong Kong

Han Kun Law Offices LLP, our counsel as to Hong Kong law, has advised us that there is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. A judgment of a court in the United States predicated upon U.S. federal or state securities laws may been forced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (1) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty), and (2) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud, (b) the proceedings in which the judgment was obtained were opposed to natural justice, (c) its enforcement or recognition would be contrary to the public policy of Hong Kong, (d) the court of the United States was not jurisdictionally competent, or (e) the judgment was in conflict with a prior Hong Kong judgment. Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States.

USE OF PROCEEDS 

Living Homeopathy estimates that it will receive net proceeds of $15.47 million from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by Living Homeopathy and based upon an assumed initial public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the price range as set forth on the cover page of this prospectus.

Living Homeopathy plans to use the net proceeds we receive from this offering for the following purposes:

The precise amounts and percentage of proceeds we would devote to particular categories of activity will depend on prevailing market and business conditions as well as particular opportunities that may arise from time to time. The above expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly from the above depending on numerous factors, including any unforeseen cash needs. Similarly, the priority of our prospective uses of proceeds will depend on business and market conditions. Accordingly, our management will have significant flexibility and broad discretion in applying the net proceeds of the offering. If any unforeseen event occurs or the business conditions change, we may use the proceeds of this offering differently from that described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purpose, we intend to invest its net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DETERMINATION OF OFFERING PRICE

Since Living Homeopathy’s Class A Ordinary Shares are not listed or quoted on any exchange or quotation system, the offering price of Living Homeopathy’s Class A Ordinary Shares was determined by Living Homeopathy and the underwriter and is based on an assessment of Living Homeopathy’s financial condition and prospects, comparable companies with similar sizes and businesses currently traded on U.S. capital markets, and the general condition of the securities market. It does not necessarily bear any relationship to Living Homeopathy’s book value, assets, past operating results, financial condition or any other established criteria of value. Although Living Homeopathy’s Class A Ordinary Shares are not listed on a public exchange, Living Homeopathy intends to obtain a listing on the Nasdaq Capital Market immediately after the closing of the offering.

The offering price stated on the cover page of this prospectus should not be considered an indication of the actual value of the Class A Ordinary Shares. That price is subject to change as a result of market conditions and other factors, including the depth and liquidity of the market for the Class A Ordinary Shares, investor perception of us and general economic and market conditions, and we cannot assure you that the Class A Ordinary Shares can be resold at or above the public offering price.

DIVIDEND POLICY

Other than LTO Holdings Ltd., our other shareholders waived their right to dividends for each of the years ended March 31, 2024 and 2025 to leave profits within the Company. The Company declared a cash dividend of $325,078 for the year ended March 31, 2024 and recorded constructive dividend of $983,560 for the year ended March 31, 2025 through reduction to the amounts due from LTO Holdings Ltd., equal to the result of (i) a $1,022,391 in aggregated fund advance to the shareholder, minus (ii) a net decrease of $38,831 in the amount of due from shareholder arising from the transfer of land and building and the release of associated property installment loan agreements, as fully disclosed in note 4 to the consolidated financial statements. The advance does not include remuneration incurred for the year and the nature of the receivable balance and the related transaction is not trade-related. The advances are not related party loans and are on an interest-free basis. Other than these, we have not declared or paid any dividends on its capital shares in the years ended March 31, 2025 and 2024. Since the end of the year ended March 31, 2025, the Company has not declared any dividends. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and does not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, Living Homeopathy Hong Kong.

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

Han Kun Law Offices LLP, our counsel as to Hong Kong law, has advised us that under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. See “Taxation - Hong Kong Profits Taxation.” on page 123 of this prospectus.

We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from Hong Kong subsidiary, Living Homeopathy Hong Kong for our cash requirements, including any payment of dividends to our shareholders.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of either 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. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. Please see the section entitled “Taxation” beginning on page 123 of this prospectus for information on the potential tax consequences of any cash dividends declared.

CAPITALIZATION 

The following table sets forth our capitalization as of September 30, 2025:

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” beginning on page 57 of this prospectus.

DILUTION  

If you invest in the Class A Ordinary Shares, your interest will be diluted for each Class A Ordinary Share you purchase 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 net tangible book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares.

Living Homeopathy’s net tangible book value as of September 30, 2025 was approximately $3,481,727, or $0.19 per Class A Ordinary Share. Net tangible book value represents the amount of Living Homeopathy’s total consolidated tangible assets, less the amount of Living Homeopathy’s total consolidated liabilities. Dilution is determined by subtracting the as adjusted net tangible book value per Class A Ordinary Share from the initial public offering price per Class A Ordinary Share and after deducting the estimated discounts to the underwriter and the estimated offering expenses payable by Living Homeopathy.

Dilution to New Investors if the Offering Amount is Sold without Exercise of the Over-allotment Option

After giving further effect to Living Homeopathy’s sale of 3,750,000 Class A Ordinary Shares in this offering at the assumed public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the price range set forth on the cover page of this prospectus, the conversion of all Class B Ordinary Shares into Class A Ordinary Shares on a one-to-one basis, and after deducting estimated offering expenses payable by Living Homeopathy, Living Homeopathy’s pro forma as adjusted net tangible book value as of September 30, 2025 is $18,950,604, or $0.80 per Class A Ordinary Share. This represents an immediate increase in as adjusted net tangible book value per Class A Ordinary Share of $0.60 to our existing stockholders and an immediate dilution in as adjusted net tangible book value per Class A Ordinary Share of $4.20 to new investors purchasing Class A Ordinary Shares in this offering.

The following table illustrates this dilution:

A $1.00 increase in the assumed public offering price of $5.00 per Class A Ordinary Share would increase our pro forma as adjusted net tangible book value after giving effect to this offering by $3,467,750, the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by $0.15 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 $0.75 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 estimated offering expenses.

The following tables summarize, on an as adjusted basis as of September 30, 2025, the differences between existing shareholders and the new investors with respect to the number of Class A Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share before deducting the underwriting discounts and the estimated offering expenses payable by us.

Dilution to New Investors if the Offering Amount is Sold with Full Exercise of the Over-allotment Option

With the full exercise of the over-allotment option, after giving further effect to our sale of 4,312,500 Class A Ordinary Shares in this offering at the assumed public offering price of $5.00 per Class A Ordinary Share, which is the midpoint of the price range set forth on the cover page of this prospectus, the conversion of all Class B Ordinary Shares into Class A Ordinary Shares on a one-to-one basis, and after deducting underwriting discounts and estimated offering expenses payable by us, our as adjusted net tangible book value as of September 30, 2025 is $22,551,167, or $0.89 per Ordinary Share. This represents an immediate increase in as adjusted net tangible book value per Ordinary Share of $0.69 to our existing stockholders, and an immediate dilution in as adjusted net tangible book value per Ordinary Share of $4.11 to new investors purchasing Class A Ordinary Shares in this offering.

The following table illustrates this dilution:

A $1.00 increase in the assumed public offering price of $5.00 per Class A Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by $3,989,063, the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by $0.16 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 Ordinary Shares $0.84 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 estimated offering expenses.

The following tables summarize, on an as adjusted basis as of September 30, 2025, the differences between existing shareholders and the new investors with respect to the number of Class A Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share before deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

CORPORATE HISTORY AND STRUCTURE

Our Corporate History

We are an exempted company incorporated with limited liability under the laws of the Cayman Islands on May 7, 2024 with operations conducted through primarily our Hong Kong subsidiary, Living Homeopathy Hong Kong.

The Company was incorporated in connection with a reorganization for the proposed initial public offering. The Company has 50,000 authorized shares with a par value of $1 per share. On May 7, 2024, on its date of incorporation, the Company allotted and issued one share to LTO, a BVI company controlled by Mr. To.

On May 27, 2024, Living Global was incorporated in BVI with limited liability and 50,000 authorized shares at $1 per share. On its date of incorporation, Living Global allotted and issued one share to the Company at $1. Upon completion of such allotment and issue of share of Living Global to the Company, Living Global became a direct wholly-owned subsidiary of the Company.

On July 30, 2024, the entire equity interest of Living Homeopathy Hong Kong transferred from Mr. To to Living Global at nil consideration as the beneficial interest of Mr. To remain unchanged prior to and after the execution of transfer. Upon completion of such share transfer, Living Homeopathy HK became an indirect wholly-owned subsidiary of the Company.

On August 28, 2024, a shareholder resolution of the Company was passed and approved and the article of association of the Company was amended that (i) the number of authorized shares increased from 50,000 shares to 500,000,000 shares and divided into 450,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares; and (ii) the par value of the shares decreased from $1 each to $0.0001 each (collectively refer as the “Share Re-classification”). One Class A Ordinary Share represents one voting right and one Class B Ordinary Share represents fifteen voting rights. The authorized share capital of the Company remained unchanged at $50,000. The one issued ordinary share held by LTO was reclassified as 10,000 Class A Ordinary Share upon the Share Re-classification. The Company further allotted and issued 8,990,000 Class A Ordinary Shares at $899 and 1,000,000 Class B Ordinary Shares at $100, respectively to LTO. As a result, LTO holds a total of 9,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares, representing 100% of the then total ordinary shares on an as converted basis.

Pursuant to a board resolution dated August 28, 2024, on September 10, 2024, LTO transferred a total of 4,320,000 Class A Ordinary Shares and 480,000 Class B Ordinary Shares to several individuals and entities at $1.2 per share, representing 48% of total Ordinary Shares on an as converted basis of the Company prior to the completion of this offering. See “Principal Shareholder” on page 107 of this prospectus for details.

The Company, together with its wholly-owned subsidiaries, is effectively controlled by the same shareholder, Mr. To, who, through LTO, owns 100% of total Ordinary Shares of the Company before the share transfer and 52% of total Ordinary Shares of the Company after the share transfer.

On February 4, 2026, we issued an aggregate of 10,000,000 Ordinary Shares at par value $0.0001 per share, consisting of 9,000,000 Class A Ordinary Shares and 1,000,000 Class B Ordinary Shares, to the current shareholders of the Company (the “Adjustment Issuance”) substantially in proportion to their respective holding of the Ordinary Shares immediately prior to the Adjustment Issuance. The number of the Ordinary Shares issued under the Adjustment Issuance is determined to achieve the equivalent result that a forward split, being a share subdivision under Cayman laws, at a ratio of 2-for-1 would have on the issued and outstanding Ordinary Shares. As a result, immediately prior to the completion of this offering, we will have 20,000,000 Ordinary Shares issued and outstanding, consisting of 18,000,000 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares.

Corporate Structure

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

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

The following management’s discussion and analysis of financial condition and results of operations contains forward-looking statements which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. We assume no obligation to update forward-looking statements or the risk factors. You should read the following discussion in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus.

Overview

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands on May 7, 2024 as a holding company. We through our subsidiary in Hong Kong, offers customers an extensive array of healthcare products, personal care products and water filters and related products. We offer personalized healthcare products to address the unique needs of customers. We sell homeopathic co-remedies, homeopathic remedies, water filters and related products to individuals and distributor in Hong Kong and Macau.

In connection with its proposed initial public offering, the Company undertook a reorganization of its legal structure (the “Reorganization”). The Reorganization involved:

The Company, together with its wholly-owned subsidiaries, is effectively controlled by the same shareholder, Mr. To, at 100% before the Reorganization and ultimately held as to 52% after the Reorganization. As such, the Reorganization is considered as a recapitalization of entities under common control. The Company has retroactively restated all shares and per share data for all the periods presented.

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805-50-25, the Reorganization has been accounted for as a recapitalization among entities under common control since the same shareholder controlled all these entities prior to and after the Reorganization. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. The results of operations for the period presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period. By eliminating the effects of intra-entity transactions in determining the results of operations for the period before the Reorganization, those results will be substantially the same as the results of operations for the period after the date of Reorganization.

We started our business in Hong Kong in 1994 and have been focusing on promotion of homeopathy, and sales, marketing and distribution of quality homeopathic products for public health. We are a homeopathic products supplier in Hong Kong’s active homeopathic products market in terms of number of sales and profitability, according to Frost & Sullivan.

The global rise in health consciousness has fueled a growing demand for natural, holistic healing approaches. This has led to a surge in the popularity of homeopathic remedies in Hong Kong and worldwide. Our products include homeopathic co-remedies, homeopathic remedies, mouthwash, water filters, shower filters. Additionally, we offer personalized homeopathic remedies and classic flower remedies to address the unique health issues of each customer to accommodate his specific needs.

Key Financial Performance Indicators

To assess the performance of our business, we consider a variety of financial and operating measures. The key financial performance indicators we use include revenue, gross profit and gross margin, operating expenses, and operating income. Our review of these indicators reveals the results of our business performance and provides timely and meaningful feedbacks to key operating decisions and allow our business to respond promptly to competitive market conditions and different demands and preferences from our customers. The key measures that we use to evaluate the performance of our business are set forth below and are discussed in greater details under “Results of Operations”.

Revenue

Our revenue is derived primarily from sales of all kinds of healthcare products, personal care products as well as water filters and related products. Our revenue is affected by our ability to provide quality and effective products that consistently meet customers’ needs. Furthermore, our revenue is also impacted by our ability to expand market’s recognition of our brand to attract more customers to purchase from us and increase our market share.

Gross Profit and Gross Margin

Gross profit is calculated as the difference between revenue and cost of revenue. Gross margin is gross profit divided by revenue. Gross profit and gross margin are measures used by our management to evaluate the profitability of products we provided to our customers as well as how well our business strategy is executed and performed. Our gross profit and gross margin are impacted by many internal and external factors, such as our abilities in inventory management and cost control, market’s recognition of our brand, and the macroeconomic conditions of Hong Kong.

Operating Expenses

Our operating expenses consist of selling and marketing expenses, staff costs and employee benefits, depreciation, lease expenses and other general and administrative expenses.

Operating Income

Operating income is calculated as gross profit minus operating expenses. Operating income excludes interest expense, other income (expense), and income tax expenses. We use operating income as an indicator of the productivity of our business and our ability to manage expenses.

Results of Operations

This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of operations in any period are not necessarily indicative of our future trends.

For the Six Months Ended September 30, 2025 and 2024

The following table summarizes the results of our operations for the six months ended September 30, 2025 and 2024, respectively, and provides information regarding the dollar and percentage change during such periods.

Revenue

We generated our revenue primarily from the sale of healthcare products, personal care products and water filters and related products. Total revenue for the six months ended September 30, 2025 increased by $989,870, or 24.3%, to $5,067,468 from $4,077,598 for the six months ended September 30, 2024. This increase was primarily due to the increase in sales of healthcare products.

Sale of healthcare products

Our sales of healthcare products increased by $891,960 or 22.8% from $3,907,578 for the six months ended September 30, 2024 to $4,799,538 for the six months ended September 30, 2025. Our healthcare products primarily include homeopathic remedies, homeopathic co-remedies and classic flower remedies. The increase in revenue from healthcare products was mainly due to increase in quantity sold. We sold 263,926 units during the six months ended September 30, 2025, representing an increase of 22.0% from 216,308 units sold during the six months ended September 30, 2024. The increase in the quantity sold is mainly because of the successful marketing strategy implemented.

Sale of personal care products

Our sales of personal care products increased by $30,213 or 32.1% from $94,163 for the six months ended September 30, 2024 to $124,376 for the six months ended September 30, 2025. Personal care products, which include mouthwash, handwash and hair conditioners, are launched to meet daily necessities of customers. The increase in revenue from personal care products was mainly driven by the increase in quantity sold. During the six months ended September 30, 2025, we sold 6,966 units of personal care products, which increased by 1,864 units or 36.5% from 5,102 units sold in same period of 2024. This was mainly due to decreased quantity sold of handwash during the six months ended September 30, 2024, which was a result of implementation of purchasing limit of handwash to each customer starting from May 2024. The purchasing limit was removed in 2025.

Sale of water filters and related products

Our sales of water filters and related products increased by $67,697 or 89.2% from $75,857 for the six months ended September 30, 2024 to $143,554 for the six months ended September 30, 2025. The increase in revenue from water filters and related products was driven by the increase in quantity sold. During the six months ended September 30, 2025, we sold 1,971 units of water filters and related products, an increase of 1,423 units or 259.7% from 548 units sold during the six months ended September 30, 2024. This was mainly attributable to an increased demand for complete sets of filters, as a result of exhibitions was held for filters during the six months ended September 30, 2025.

Cost of revenue

Our cost of revenue mainly included cost of raw materials purchased, inbound freight cost, and packaging fee. Write-down of inventory for lower of cost or net realizable value adjustment is also charged to cost of revenue. The following table sets forth the breakdown of our cost of revenue by category for the six months ended September 30, 2025 and 2024, respectively.

Cost of revenue was $1,248,496 for the six months ended September 30, 2025, increased by $226,388 or 22.1% as compared to $1,022,108 for the six months ended September 30, 2024. Overall, the increase in cost of revenue was due to increase in quantity sold which was in line with revenue.

Our cost of healthcare products increased by $201,502 or 20.3% from $994,028 for the six months ended September 30, 2024 to $1,195,530 for the six months ended September 30, 2025, which was mainly due to the increase in quantity sold. The increase in quantity sold was a result of increase in demand for healthcare products.

Our cost of personal care products increased by $14,429 or 87.7% from $16,459 for the six months ended September 30, 2024 to $30,888 for the six months ended September 30, 2025. The increase in cost of revenue was mainly driven by the increase in both quantity sold and average unit cost. The increase in quantity sold contributed higher costs, which was in line with increase in revenue.

Cost for water filters and related products increased by $10,457 or 90.0% from $11,621 for the six months ended September 30, 2024 to $22,078 for the six months ended September 30, 2025, which was mainly due to increase in quantity sold.

Gross profit

The following table sets forth the breakdown of our gross profit and gross margin by category for the six months ended September 30, 2025 and 2024, respectively.

Our gross profit increased by $763,482 from $3,055,490 for the six months ended September 30, 2024 to $3,818,972 for the six months ended September 30, 2025. Gross margin slightly increased by 0.5 points from 74.9% for the six months ended September 30, 2024 to 75.4% for the six months ended September 30, 2025.

Gross profit for sales of healthcare products increased by $690,458, which was generally in line with the increase in revenue from sales of this category. Gross margin was 75.1% for the six months ended September 30, 2025, which was slightly higher than 74.6% for the same period of 2024. It was mainly attributable to relative increase in sales of homeopathic co-remedies with a higher gross profit margin in this category.

Gross profit for sales of personal care products was $93,488 for the six months ended September 30, 2025, which increased by $15,784 from $77,704 for the six months ended September 30, 2024. Gross margin decreased by 7.3 percentage points from 82.5% for the six months ended September 30, 2024 to 75.2% for the six months ended September 30, 2025, which is a result of increased purchase costs.

Gross profit for water filters and related products increased by $57,240 from $64,236 for the six months ended September 30, 2024 to $121,476 for the six months ended September 30, 2025. Gross margin was 84.6% for the six months ended September 30, 2025, which was slightly lower than 84.7% for the same period of 2024.

Operating Expenses

The following table sets forth the breakdown of our operating expenses for the six months ended September 30, 2025 and 2024:

Selling and marketing expenses

Our selling and marketing expenses primarily included commission paid to our sales personnel, advertising expenses and other marketing and promotion related expenses.

Our selling and marketing expenses increased by $162,275 or 8.3% from $1,964,928 for the six months ended September 30, 2024 to $2,127,203 for the six months ended September 30, 2025. As a percentage of revenue, our selling expenses accounted for 42.0% and 48.2% of our total revenue for the six months ended September 30, 2025 and 2024, respectively. The increase in selling and marketing expenses was primarily attributable to (i) $279,915 increase in bonus to salesperson and; and (ii) $53,290 increase in the commission paid to our salesperson in portion to increase in revenue; and partially offset by (i) $29,327 decrease in training fees, (ii) $46,650 decrease in travelling expenses (iii) $76,894 decrease in promotion activities in Guangzhou.

Staff costs and employee benefits

Our staff costs and employee benefits consist of salaries and employee benefits paid and payable to our employees. Our staff costs and employee benefits increased by $49,608 or 11.2% from $442,847 for the six months ended September 30, 2024 to $492,455 for the six months ended September 30, 2025. As a percentage of staff costs and employee benefits accounted for 9.7% and 10.9% of our total revenue for the six months ended September 30, 2025 and 2024, respectively. The increase in staff costs and employee benefits was primarily attributable to increase in staff salaries as increase in headcount from 15 to 19.

Depreciation

Our depreciation consists of depreciation charge on land and building owned by the Company. Our depreciation decreased by $21,443 or 100.0% from $21,443 for the six months ended September 30, 2024 to nil for the six months ended September 30, 2025. The decrease in depreciation was due to transferring the ownership of the land and building to Mr. To, the controlling shareholder on August 13, 2024 and all property and equipment of the Company have been fully depreciated.

Lease expenses

Our lease expenses consist of rental expenses for our retail store and warehouse. Our lease expenses remained relatively stable at approximately $136,000 for the six months ended September 30, 2025 and 2024, respectively.

Legal and professional fee

Our legal and professional fee for the six months ended September 30, 2025 and 2024 primarily consists of auditor’s remuneration, amounting to $260,000 for September 30, 2024 and $190,000 for September 30, 2025.

Other general and administrative expenses

Our other general and administrative expenses primarily include repair and maintenance for our retail store, consumables, system fees, property related expenses, office expenses and other miscellaneous administrative expenses.

Our general and administrative expenses remained relatively stable at approximately $203,000 and $188,000 for the six months ended September 30, 2024 and 2025, respectively. As a percentage of revenue, other general and administrative expenses accounted for 3.7% and 5.0% of revenue for the six months ended September 30, 2025 and 2024, respectively.

Other expenses, net

Our other expenses mainly included interest income, interest expense and other non-recurring and non-operating income or losses.

Other income, net was $20,662 for the six months ended September 30, 2025, while other expense, net was $17,274 for the six months ended September 30, 2024. The change was mainly attributable to (i) $35,086 decrease in interest expense as a result of discharging bank borrowings on August 13, 2024.

Provision for income taxes

Our provision for income taxes was $132,785 six months ended September 30, 2025, which increased by $86,199 or 185.0% from $46,586 for the six months ended September 30, 2024. The increase in provision was mainly attributable to an increase in income before income taxes for the six months ended September 30, 2025.

The Company was incorporated in the Cayman Islands as an offshore holding company and is not subject to tax on income or capital gain under the laws of the Cayman Islands.

Living Global was incorporated in the British Virgin Islands as an offshore holding company and is currently exempted from income and corporate tax under the current laws of the British Virgin Islands. In addition, the British Virgin Islands does not levy capital gains tax on it.

Under the two-tiered profits tax rates regime in Hong Kong, from year of assessment of 2018/2019 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to HKD2,000,000, and 16.5% on any part of assessable profits over HKD2,000,000. Under Hong Kong tax laws, Living Homeopathy Hong Kong is exempted from income tax on its foreign-derived income, and there are no withholding taxes in Hong Kong on remittance of dividends. 

The table below sets forth the breakdown of provision for income taxes for the periods indicated.

We generated substantially all of our taxable income in Hong Kong and no taxable income was generated outside Hong Kong for the six months ended September 30, 2025 and 2024. The deferred tax assets mainly represented temporary differences arising from acceleration of depreciation on property and equipment and impairment for inventories. Our effective income tax rate was 18.3% and 368.2% for the six months ended September 30, 2025 and 2024, respectively. The decrease in our effective income tax rate for the six months ended September 30, 2025 was mainly due to a decrease in deferred income tax expense as a result of transferring properties to Mr. To during the six months ended September 30, 2024.

Net income (loss)

As a result of the foregoing, we reported a net income of $568,608 and net loss of $33,934 for the six months ended September 30, 2025 and 2024, respectively.

For the Years Ended March 31, 2025 and 2024

The following table summarizes the results of our operations for the years ended March 31, 2025 and 2024, respectively, and provides information regarding the dollar and percentage change during such periods.