As filed with the U.S. Securities and Exchange Commission on January 28, 2026.

Registration No. 333-290068

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

_____________________________________

AMENDMENT No. 3
to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________________

LORENZO DEVELOPMENTS INC.
(Exact name of Registrant as specified in its charter)

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

_____________________________________

3459 Sheppard
Avenue East, Unit 218, Toronto, Ontario, M1T3K4, Canada
416-865-7771
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

_____________________________________

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

_____________________________________

Copies to:

_____________________________________

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

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

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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 term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

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

6,250,000 Common Shares

LORENZO DEVELOPMENTS INC.

This is the initial public offering (the “IPO”) of common shares, par value CAD0.0001 per share (“Common Shares”), of LORENZO DEVELOPMENTS INC. (referred to herein as the “Company,” “we,” “us,” “our” and similar terms).

We are offering 6,250,000 Common Shares. We expect the IPO price of the Common Shares will be in the range of $4.00 to $6.00 per share. The public offering price of the Common Shares will be determined between the underwriters and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business. Therefore, the assumed public offering price per Common Share used throughout this prospectus may not be indicative of the actual public offering price for the Common Shares.

Currently, no public market exists for our Common Shares. We have applied to list our Common Shares on the NASDAQ Capital Market (“Nasdaq”). At this time, Nasdaq has not yet approved our application to list our Common Shares. The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our Common Shares will be approved for listing on Nasdaq. If Nasdaq does not approve our listing application, this offering will be terminated.

We are an “emerging growth company” as defined under Section 2(a) of the Securities Act of 1933, and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to comply with reduced public company reporting requirements for future filings.

Investing in our Common Shares is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page 10 of this prospectus for a discussion of information that should be considered before making a decision to purchase our Common Shares.

____________

​(1)      The table above assumes that the underwriters do not exercise their over-allotment option. For more information, see “Underwriting” in this prospectus.

​(2)      We have agreed to pay the underwriters a discount equal to 7.0% of the gross proceeds of the offering. This table does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the representative of the underwriters, American Trust Investment Services, Inc. (“ATIS ” or the “Representative”). These payments will further reduce proceeds available to us before expenses. For a description of compensation payable to the underwriters, see “Underwriting.”

(3)      The amount of offering proceeds to us presented in this table does not give effect to any exercise of the over-allotment option we have granted to the underwriters. We expect our total cash expenses payable by us for this offering, excluding the underwriting discount and other fees and expenses payable to the underwriters, to be approximately $842,414.

This offering is being conducted on a firm commitment basis. The underwriters are obligated to purchase and pay for all of the Common Shares if any such Common Shares are purchased. We have granted the underwriters a thirty (30) day option to purchase up to 15% of the number of Common Shares at the IPO price, less underwriting

TABLE OF CONTENTS

Please read this prospectus carefully. It describes our business, our financial condition, and our results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision. You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus. We and the underwriters take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, the Common Shares only in jurisdictions where offers and sales are permitted. This prospectus will be updated and made available for delivery to the extent required by the federal securities laws. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Common Shares. Our business, financial condition, results of operations, and prospects may have changed since that date.

For investors outside the United States:    Neither we nor the underwriters have taken any action to permit a public offering of the Common Shares outside the United States or to permit the possession or distribution of this prospectus or any filed free writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the Common Shares and the distribution of the prospectus or any filed free writing prospectus outside the United States.

We are incorporated under the laws of the Canada and all of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended.

The Company’s reporting and functional currency is the Canadian Dollar (“CAD”). Translations of balances in the balance sheets, statements of operations and comprehensive (loss)/income and statements of cash flows from CAD into U.S. Dollars (“USD” or “$”) are solely for the convenience of the reader and were based on the exchange rate of CAD to USD, determined as of a specific date or for a specific period. With respect to amounts not recorded in our consolidated financial statements included elsewhere in this prospectus, the conversion of CAD into USD is based on 1.3927 for the six months ended September 30, 2025 and the fiscal years ended March 31, 2025 and 2024, which was the foreign exchange rate on September 30, 2025, as reported by the Board of Governors of the Federal Reserve System in its weekly release on September 30, 2025. The translation is not intended to imply that the CAD amounts could have been, or could be, converted, realized or settled into USD at that rate on September 30, 2025, or at any other rate. Historical and current exchange rate information may be found at https://www.federalreserve.gov/releases/h10/.

Until [*] (the 25th day after the date of this prospectus), all dealers that buy, sell, or trade the Common Shares, whether participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

TRADEMARKS

“Lorenzo Developments,” our logo, and other trade names, trademarks, and service marks of LORENZO DEVELOPMENTS INC. appearing in this prospectus are the property of the Company. Other trade names, trademarks, and service marks appearing in this prospectus are the property of their respective holders. Trade names, trademarks, and service marks contained in this prospectus may appear without the “®” or “™” symbols. Such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to those trade names, trademarks, and service marks.

INDUSTRY AND MARKET DATA

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms, or other published independent sources. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable. Our estimates of the potential market opportunities for our product candidates include several key assumptions based on our industry knowledge, industry publications, third-party research, and other surveys, which may be based on a small sample size and may fail to accurately reflect market opportunities. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section of this prospectus titled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

NOTES ON PROSPECTUS PRESENTATION

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. Some market data and statistical information contained in this prospectus is also based on management’s estimates and calculations, which are derived from our review and interpretation of the independent sources listed above, our internal research and our knowledge of the real estate development management and consulting services industry in Canada.

Conventions that Apply to this Prospectus

Throughout this prospectus, unless otherwise designated or the context suggests otherwise,

•        all references to the “Company,” “registrant,” “we,” “our,” or “us” in this prospectus mean LORENZO DEVELOPMENTS INC.;

•        “year” or “fiscal year” mean the fiscal year ended March 31;

•        “CAD” refers to the Canadian dollar;

•        all U.S. Dollar,” “USD,” “dollar” or “$” references when used in this prospectus refer to United States dollar;

•        unless otherwise specifically stated, the information in this prospectus does not consider the possible purchase of additional Common Shares pursuant to the exercise of the underwriters’ over-allotment option;

•        all references to the Securities Act mean the United States Securities Act of 1933, as amended;

•        all references to the Exchange Act mean the United States Securities Exchange Act of 1934, as amended.

RISK FACTORS

An investment in our Common Shares involves a high degree of risk. Before deciding whether to invest in our Common 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 Operations” and our 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 Common Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus 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 Common Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

Our industry is highly competitive, and we may be unable to compete effectively, which could result in reduced revenue, profitability and market share.

We are engaged in a highly competitive business. The markets we serve are highly competitive and we compete with a large number of regional, national, and international companies. These competitors may have greater financial and other resources than we do. Others are smaller and more specialized and concentrate their resources in particular areas of expertise. The extent of our competition varies by the markets and geographic area. In addition, the technical and professional aspects of some of our services generally do not require large upfront capital expenditures and provide limited barriers against new competitors. If we are unable to compete effectively, we may experience a loss of market share or reduced profitability or both, which could have a material adverse impact on our business, financial condition, and results of operations.

The degree and type of competition we face is also influenced by the type and scope of a particular project. Our clients make competitive determinations based upon qualifications, experience, performance, reputation, technology, customer relationships, price and ability to provide the relevant services in a timely, safe and cost-efficient manner.

Demand for our services is impacted by economic downturns, reductions in client spending, and times of political uncertainty.

The demand for our services has been, and we expect will continue to be, subject to significant fluctuations due to a variety of factors beyond our control, including economic conditions and changes in client spending, particularly during periods of economic or political uncertainty. Consequently, our results have varied, and may continue to vary, depending upon the demand for future projects in the markets and the locations in which we operate.

Uncertain global economic, socioeconomic, and political conditions may negatively impact our clients’ ability and willingness to fund their projects, including their ability to raise capital and pay, or timely pay, our invoices. These factors may also cause our clients to reduce their capital expenditures, alter the mix of services purchased, seek more favorable pricing and other contract terms, and otherwise slow their spending on our services. In addition, under such conditions, many of our competitors may be more inclined to take greater or unusual risks or accept terms and conditions in contracts that we might not deem acceptable. These conditions may reduce the demand for our services, which may have a material adverse impact on our business, financial condition, and results of operations.

Additionally, uncertain economic, socioeconomic, and political conditions may make it difficult for our clients, our suppliers and third-party service providers, and us to accurately forecast and plan future business activities. We cannot predict the outcome of changing trade policies or other unanticipated socioeconomic or political conditions, nor can we predict the timing, strength or duration of any economic recovery or downturn worldwide or in our clients’ markets. Weak economic conditions could have a material adverse impact on our business, financial condition and results of operations.

Our operating history may not be indicative of our future growth or financial results, and we may not be able to sustain our historical growth rates.

Our operating history may not be indicative of our future growth or financial results. We had revenue of CAD1,039,000 (US$746,034), CAD1,709,809 (US$1,189,102), and CAD182,500 (US$126,921) for the six months ended September 30, 2025, and the fiscal years ended March 31, 2025 and 2024, respectively. In addition, we had net income of CAD354,821 (US$254,774) and CAD1,138,338 (US$791,667) for the six months ended September 30, 2025 and the fiscal year ended March 31, 2025 and net loss of CAD207,661 (US$144,420) for the fiscal year ended March 31, 2024. There is no assurance that we will be profitable or if we will able to grow our revenues in future periods. Our growth rates may decline for any number of possible reasons, and some of them are beyond our control, including decreasing customer demand, increasing competition, declining growth of our industry in general, or changes in government policies or general economic conditions. We plan to continue to expand our business and upgrade our services. However, the execution of our expansion plan is subject to uncertainty and our business may not grow at the rate we expect for the reasons stated above.

If our growth rates decline, investors’ perceptions of our business and prospects may be adversely affected and the market price of our Common Shares could decline.

Our business is geographically concentrated, which subjects us to greater risks from changes in local or regional conditions.

We primarily operate in Ontario, Canada. Specifically, during the six months ended September 30, 2025, and the fiscal years ended March 31, 2025 and 2024, all of our revenue were derived from our services performed in Ontario, Canada. Due to this geographic concentration, our results of operations and financial conditions are subject to greater risks from changes in general economic and other conditions in these areas, than the operations of more geographically diversified competitors. These risks include:

•        changes in economic conditions and unemployment rates;

•        changes in laws and regulations;

•        a decline in the number of real estate purchasers;

•        changes in competitive environment; and

•        natural disasters.

As a result of the geographic concentration of our business, we face a greater risk of a negative impact on our business, financial condition, results of operations, and prospects in the event that any of the areas in which we provide our services is more severely impacted by any such adverse condition, as compared to other areas or countries.

We use third-party services in connection with our business, and any disruption to these services could result in a disruption to our business, negative publicity, and a slowdown in the growth of our customer base, materially and adversely affecting our business, financial condition, and results of operations.

Our business depends on services provided by, and relationships with, various third parties. In particular, construction companies, architects, engineers, and real estate lawyers. See “Business — Third-party Service Providers.”

The completion of our projects depends on the availability and skill of third-party service providers. While we have been in the past able to cooperate with reliable third-party service providers and believe that we have a good professional relationship with them, we can provide no assurance that these relationships will not deteriorate and that they will continue to be available at reasonable rates in our markets.

We are also exposed to risks that the performance of the third-party service providers may not meet our or our clients’ standards or specifications. Even though we put our best efforts in quality control and, to date, we have not discovered that the third-party service providers have engaged in improper practices, we cannot guarantee that they will continuously provide the services meeting our or our clients’ standards. Negligence or poor work quality by any third-party service providers may result in project delays, cost overruns, and financial losses, which may harm our reputation or expose us to third-party claims. Even if the third-party service provider performing the work in such instances is ultimately held responsible for the consequences of any such defects, any such incidents could have lasting

adverse effects on us and our business reputation. We work with multiple third-party service providers on different projects and we cannot guarantee that we can effectively monitor their work at all times. In addition, third-party service providers may make use of subcontractors with which we have no direct relationship, further limiting our ability to manage the foregoing risks. Moreover, the third-party service providers may undertake projects from other companies, engage in risky undertakings, or encounter financial or other difficulties, such as supply shortages, labor disputes, or work accidents, which may cause delays in the completion of our projects or increases in the project costs.

Any disruption in our relationship with these third-party service providers, or a failure on their part to meet expected performance standards, may compromise our ability to deliver projects on time, within budget, and to the satisfaction of our clients. We may also face difficulties in identifying and securing alternative service providers on comparable terms, particularly under tight timelines. If the third-party service providers on which we depend fail to meet their obligations or encounter issues beyond our control, we could suffer service interruptions, reduced revenue, or increased costs, any of which may have a material adverse effect on our business, financial condition, and results of operations.

Misconduct and errors by our employees and the employees of third parties we work with could harm our business and reputation.

We are exposed to many types of operational risks, including the risk of misconduct and errors by our employees and the employees of third-party business partners that we work with. Our business depends on our employees and third parties, such as construction contractors, engineers, and lawyers to provide services. We could be materially and adversely affected if these employees or partners engage in misconduct or negligence. It is not always possible to identify and deter misconduct or errors by employees or third-party business partners, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses. If any of our employees or employees of third-party business partners take, convert, or misuse funds or documents, or fail to follow rules and procedures when interacting with current or prospective clients, we could be liable for damages and subject to regulatory actions and penalties. We could also be perceived to have facilitated or participated in the illegal misappropriation of funds or documents, or the failure to follow rules and procedures, and therefore be subject to civil or criminal liability. Any of these occurrences could result in the diminished ability to operate our business, potential liability to clients, inability to attract new clients, reputational damage, regulatory intervention, and financial harm, which could materially and adversely impact our business, financial condition, and results of operations.

Evolving government policies and regulatory requirements may delay or increase the cost of obtaining necessary approvals, permits, and licenses for our development projects.

One of the primary challenges we face in managing real estate development projects is navigating the complex and evolving regulatory landscape. Our ability to initiate and complete projects depends on obtaining various governmental approvals, permits, and licenses, including those related to zoning, architectural design, mechanical systems, and structural compliance. These approvals are governed by regulatory frameworks that are subject to change at the municipal, provincial, or federal level.

New or amended policies may result in longer review timelines, increased application costs, more extensive documentation requirements, or additional procedural steps. These changes may create uncertainty and lead to delays in project commencement or completion, as well as increased administrative and compliance costs. In some cases, the cumulative effect of these changes may render certain projects infeasible or financially unattractive, thereby influencing our clients’ willingness to proceed with proposed developments. If we are unable to adapt to regulatory changes in a timely and cost-effective manner, our business operations, financial condition, and results of operations may be materially and adversely affected.

Project sites are inherently dangerous workplaces. Failure to maintain safe work sites by us, the owner or others working at the project site can lead to our employees, third-party service providers, or others becoming injured, disabled, or even losing their lives, and exposes us to significant financial losses and reputational harm, as well as civil and criminal liabilities.

Project sites often put our employees, third-party service providers, and others in close proximity with large pieces of mechanized equipment, moving vehicles, chemical and manufacturing processes, and hazardous and highly regulated materials, in a challenging environment. We may be responsible for safety on some project sites, and, accordingly, we have an obligation to implement effective safety procedures. The failure by us or others working at such sites to

implement safety procedures or the implementation of ineffective procedures, or the failure to implement and follow appropriate safety procedures, subjects our employees, third-party service providers, and others to the risk of injury, disability, or loss of life, and subjects us to risk that the completion or commencement of our projects may be delayed and we may be exposed to litigation or investigations. Unsafe work sites also have the potential to increase employee turnover, increase the cost of a project to our clients, and raise our operating and insurance costs. If we fail to maintain adequate safety standards, we could suffer harm to our reputation, reduced profitability, or the loss of projects or clients, which could have a material adverse impact on our business, financial condition, and results of operation.

We may be unable to complete our projects on time, or at all.

The progress for our projects can be adversely affected by many factors, including:

•        delays in obtaining necessary licenses, permits, or approvals from government agencies or authorities;

•        shortages of materials, equipment, third-party service providers, and skilled labor;

•        disputes with third-party service providers;

•        failures by third-party service providers to comply with our or our clients’ designs, specifications, or standards;

•        difficult geological situations or other geotechnical issues;

•        onsite labor disputes or work accidents;

•        epidemics or pandemics, such as the resurgence of COVID-19; and

•        natural catastrophes or adverse weather conditions.

As a result, any significant delay or failure to complete our projects could materially and adversely affect our business, financial condition, results of operations, and reputation.

We have entered into a number of related party transactions in the ordinary course of our business, and may continue to enter into related party transactions in the future.

In the ordinary course of our business, we have entered into transactions with related parties. For the six months ended September 30, 2025, and the fiscal years ended March 31, 2025 and 2024, our total revenues were CAD1,039,000 (US$746,034), CAD1,709,809 (US$1,189,102), and CAD182,500 (US$126,921), respectively, while the revenues generated by transactions with related parties were CAD25,000 (US$17,951), CAD143,830 (US$100,028), and nil, respectively, which accounted for 2.4%, 8.4%, and nil of our total revenues, respectively.

Based on the foregoing analysis, we conclude that we have not relied on a large number of related party transactions to conduct our ordinary business transactions. Nevertheless, the statistics in the past may not reflect the future. We cannot guarantee that we will not continue to enter into related party transactions in the future. In addition, there can be no assurance that we have achieved and will continue to achieve the most favorable terms with related parties for each related party transaction. Furthermore, there can be no assurance that the above-mentioned transactions or any future related party transactions that we may enter into will not have a material adverse effect on our business, financial condition, and results of operations. Further, the transactions with the related parties may potentially involve conflicts of interests. Additionally, there can be no assurance that any disputes that may arise among us and related parties will be resolved in our favor. For details, see “Related Party Transactions.”

High customer concentration exposes us to all of the risks faced by our major customers and may subject us to significant fluctuations or declines in revenue, which may have a material adverse impact on our business, financial condition, and results of operations.

Four clients, 2519558 Ontario Inc., 2484508 Ontario Ltd., Eva Capital Investment Inc., and 3471 Sheppard Developments Inc., accounted for 35%, 13%, 12%, and 11% of our total revenue for the fiscal year ended March 31, 2025, respectively. One client, 3471 Sheppard Developments Inc., accounted for 99% of our total revenue for the fiscal year ended March 31, 2024. As of March 31, 2025, 2484508 Ontario Ltd accounted for approximately 53.5% of our accounts receivable. Two clients, Eva Capital Investment Inc. and North America Real Estate Group Corp, accounted

for 19% and 12% of our total revenue for the six months ended September 30, 2025, respectively. As of September 30, 2025, four clients, Eva Capital Investment Inc., North America Real Estate Group Corp, Kalexia Developments Corp., and BLITZ Developments Inc., accounted for approximately 22%, 14%, 13%, and 11% of our accounts receivable, respectively.

The Company has entered into service agreements with the aforementioned clients, each of which is similar to the form of real estate development management agreement or form of real estate consulting agreement filed as Exhibit 10.4 and Exhibit 10.5 to the registration statement of which this prospectus forms a part.

Although we continually seek to diversify our customer base, we cannot assure you that the proportion of the revenue contribution from these customers to our total revenue will decrease in the near future. Dependence on these customers will expose us to the risks of substantial losses. Specifically, any one of the following events, among others, may cause material fluctuations or declines in our revenue and have a material and adverse effect on our business, financial condition, and results of operations:

•        an overall decline in the business of these clients;

•        the decision by these clients to switch to our competitors;

•        the reduction in the prices of our services agreed by these clients; or

•        the failure or inability of any of these clients to make timely payment for our services.

If we fail to maintain relationships with these clients, and if we are unable to find replacement clients on commercially desirable terms or in a timely manner or at all, our business, financial condition, and results of operations may be materially and adversely affected.

Continuing inflation, rising or continued high interest rates, and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed-price contracts.

Rising inflation, interest rates, and/or construction costs could reduce the demand for our services. The rising costs of materials, particularly for essential construction inputs such as steel and concrete, have introduced challenges for fixed-price contracts. Furthermore, the rise in wages has resulted in a general increase in project costs, which could potentially impact demand and negatively affect overall revenues. We bear all of the risk of high inflation with respect to those contracts that are fixed-price. Recent inflationary pressures have materially and adversely affected certain aspects of our business operations. For example, recent inflationary pressures have led to an increase in the costs associated with real estate development projects, including construction materials, labor, energy, and logistics. These increased costs cannot be transferred under fixed-price contracts, which results in compressed profit margins. Also, the recent inflationary pressures have changed the risk and return characteristics of real estate investments, necessitating a reassessment of the viability of various projects. As part of this reassessment, increased attention is being directed toward asset classes with strong inflation-hedging characteristics, such as multi-family residential developments.

We may continue to experience inflationary pressures, and inflation may have a larger impact on our results of operations in the future, particularly if we expand our business into markets and geographic areas where fixed-price and lump-sum work is more prevalent. Therefore, continued inflation, rising or continued high interest rates, and/or construction costs could have a material adverse impact on our business, financial condition and results of operations.

The nature of our contracts, particularly any fixed-price contracts, subjects us to risks of cost overruns. We may experience reduced profits or losses if costs increase above budgets or estimates or the project experiences delays.

For the six months ended September 30, 2025, and the fiscal years ended March 31, 2025 and 2024, all of our revenue was earned under fixed-price contracts, respectively. For fixed-price contracts, we may benefit from any cost-savings, but we bear greater risk of paying some, if not all, of any cost overruns. Fixed-price contracts are established in part on proposed designs, which may be partial or incomplete, cost and scheduling estimates that are based on a number of assumptions, including those about future economic conditions, commodity and other materials pricing, and cost and availability of labor, equipment and materials, and other exigencies. Cost overruns can occur, leading to reduced profits or, in some cases, a loss for that project for a variety of reasons, including if the design or the estimates prove inaccurate or if circumstances change due to, among other things, unanticipated technical problems, difficulties in

obtaining permits or approvals, changes in local laws or labor conditions, weather or other delays beyond our control, changes in the costs of equipment or raw materials, third-party service providers’ inability or failure to perform, or changes in general economic conditions and inflationary pressures. We may present change orders and claims to our clients for, among other things, additional costs exceeding the original contract price. If we fail to properly document the nature of our claims and change orders or are otherwise unsuccessful in negotiating reasonable settlements with our clients, we will likely incur cost overruns, reduced profits or, in some cases, a loss for a project. These risks are exacerbated for projects with long-term durations because there is an increased risk that the circumstances on which we based our original estimates will change in a manner that increases costs. The occurrence of significant costs overruns could have a material adverse impact on our business, financial condition, and results of operations.

Our development of a proprietary artificial intelligence model involves significant risks, including technical complexity, reliance on open-source software and technologies, data quality concerns, cybersecurity vulnerabilities, and evolving regulatory requirements, any of which could adversely affect our business, financial condition, and results of operations.

We are in the process of developing a proprietary artificial intelligence (“AI”) model designed to improve the accuracy, efficiency, and scalability of our real estate consulting services, market analysis, and business operations. The model is being developed internally and incorporates open-source software and technologies. While we believe this approach offers flexibility and cost efficiency, it introduces several significant risks.

The development of AI systems, particularly for commercial deployment, presents numerous technical and operational challenges. Data quality is critical for training and validating AI models; inaccurate, incomplete, or biased data can result in flawed outputs and decision-making errors, potentially undermining the reliability and integrity of our services. Additionally, model accuracy must be continuously monitored and refined, as AI models can produce unpredictable or suboptimal results, especially when applied to new data or use cases beyond their original training parameters.

We may also be exposed to cybersecurity risks related to the collection, storage, and processing of data used to train and operate the model. Any breach or unauthorized access could compromise sensitive information, result in legal or regulatory liability, and damage our reputation. Furthermore, as AI development becomes increasingly regulated, we face the risk of non-compliance with emerging legal and regulatory frameworks related to data privacy, algorithmic accountability, transparency, and ethical AI deployment. Non-compliance could result in fines, operational restrictions, or reputational harm.

Although we are developing the model in-house, we utilize various open-source software components, which may be subject to specific licensing requirements, including obligations to disclose or make available derivative works or modifications under certain conditions. This may limit our ability to claim full proprietary rights over the resulting software and could potentially expose us to intellectual property risks, such as inadvertent infringement or the obligation to publicly release portions of our source code. Additionally, reliance on third-party open-source tools may reduce our control over the long-term development and maintenance of key components of the model.

There is no assurance that our AI model will perform as intended, achieve the desired performance improvements, or be successfully integrated into our operations. If we are unable to complete development, if the model underperforms, or if we encounter unforeseen legal, technical, or operational barriers, our business, financial condition, and results of operations could be materially and adversely affected.

If we do not obtain substantial additional financing, including the financing sought in this offering, our ability to execute our business plan as outlined in this prospectus will be impaired.

Our plans for business expansion and development are dependent upon our raising significant additional capital, including the capital sought in this offering. Our plans call for significant new investments in developing our existing business, mergers and acquisitions, and research and development of AI-powered real estate platforms. Management estimates that our capital needs for expansion will be approximately US$2.4 million for a period of six months. Although we expect the proceeds of this offering and our net earnings to substantially fund our planned growth and development, our management will be required to properly and carefully administer and allocate these funds. Should our capital needs be higher than estimated, or should additional capital be required after the closing of this offering, we will be required to seek additional investments, loans, or debt financing to fully pursue our business plans. Such additional investment may not be available to us on terms that are favorable or acceptable, or at all. Should we be unable to meet our full capital needs, our ability to fully implement our business plan will be impaired.

If we cannot retain, attract, and motivate key personnel, we may be unable to effectively implement our business plan.

Our success depends in large part upon our ability to retain, attract, and motivate highly skilled management, research and development, marketing, and sales personnel. The loss of and failure to replace key technical management and personnel could adversely affect multiple development efforts. Recruitment and retention of senior management and skilled technical, sales and other personnel is very competitive, and we may not be successful in either attracting or retaining such personnel. We may lose key personnel to other companies, and many larger companies with significantly greater resources than us may aggressively recruit key personnel. As part of our strategy to attract and retain key personnel, we may offer equity compensation through grants of share options, restricted share awards or restricted share units. Potential employees, however, may not perceive our equity incentives as attractive enough. In addition, due to the intense competition for qualified employees, we may be required to, and have had to, increase the level of compensation paid to existing and new employees, which could materially increase our operating expenses.

If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our internal control over financial reporting that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Common Shares may be materially and adversely affected.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our management identified certain material weaknesses and control deficiencies in its assessment of our internal control over financial reporting. The material weaknesses identified relate to (i) the lack of formal internal control policies and internal independent supervision functions to establish formal risk assessment process and internal control framework over financing reporting; and (ii) the lack of accounting staff and resources with appropriate knowledge of generally accepted U.S. GAAP and SEC reporting and compliance requirements to design and implement formal period-end financial reporting policies and procedures to address complex U.S. GAAP technical accounting issue in accordance with U.S. GAAP and the SEC requirements.

To address the material weaknesses and control deficiencies identified, we plan to take the following remedial measures: (i) hiring additional qualified accounting and financial personnel with appropriate knowledge and experience in U.S. GAAP accounting and SEC reporting; and (ii) organizing regular training for our accounting staff, especially training related to U.S. GAAP and SEC reporting requirements. We also plan to adopt additional measures to improve our internal control over financial reporting, including, among others, creating a U.S. GAAP accounting policies and procedures manual, which will be maintained, reviewed, and updated, on a regular basis, to the latest U.S. GAAP accounting standards, and establishing an audit committee and strengthening corporate governance.

However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our Common Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

Upon 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 will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report after becoming a public company. In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report 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 significant strain on our management, operational, and financial resources and systems for the foreseeable future. We may be unable to complete our evaluation testing and any required remediation in a timely manner.

Our failure to obtain, maintain or renew licenses, approvals, permits, registrations, or filings necessary to conduct our operations could have a material adverse impact on our business, financial condition, and results of operations.

Regulatory authorities in various jurisdictions oversee different aspects of our business operations. Our current operations (real estate development management and consulting) do not require any particular licenses or permissions under the laws of Ontario and Canada. However, if we expand into new business areas, we may be required to obtain a number of licenses, approvals, permits, registrations, and filings and may also be subject to certain reporting obligations required for maintaining our subsidiaries and personnel in such jurisdictions. In addition, legislation may change in the future, which may result in new licenses and permissions being required for our current operations. We cannot assure you that we have obtained all of these licenses, approvals, permits, registrations, and filings or that we will be able to maintain, renew, or remain fully compliant with all such requirements.

If we fail to obtain any of the necessary authorizations, we may be subject to various penalties, such as confiscation of revenues generated without authorization, fines, suspension, discontinuation, or restriction of business operations, or other sanctions imposed by relevant authorities. In Canada, failure to obtain, maintain, or comply with required approvals could result in: administrative consequences, such as monetary fines, late fees, or compliance orders from regulators; restrictions or suspension of business activities, including stop-work orders from the City of Toronto or the inability to complete projects; and revocation of rights to operate, through loss of municipal or provincial permits required for construction or development activities. Any such outcome could materially and adversely affect our business, financial condition, and results of operations.

In addition, there can be no assurance that we will be able to maintain our existing licenses, approvals, registrations, or permits in the relevant jurisdictions, renew any of them when their current term expires, or update existing licenses or obtain additional ones necessary for our business expansion from time to time. Any failure to do so, or any delay in obtaining such approvals, our business operations and financial performance will be materially and adversely affected, which will materially and adversely affect our financial condition and results of operations as well.

Damage to our brand image could have a material adverse effect on our growth strategy and our business, financial condition, results of operations, and prospects.

Maintaining and enhancing our brand is critical to expanding our base of clients. Our ability to maintain and enhance our brand depends largely on our ability to maintain client confidence in our service offerings. If clients do not have a satisfactory experience with our services, our clients may seek out alternatives from our competitors and may not return to us in the future, or at all.

In addition, unfavorable publicity regarding, for example, our practices relating to privacy and data protection, competitive pressures, litigation or regulatory activity, could seriously harm our reputation. Such negative publicity also could have an adverse effect on the size, engagement, and loyalty of our client base and result in decreased total revenue which could adversely affect our business, financial condition, and results of operations. Client complaints or negative publicity about our services, company practices, employees, client data handling, and security practices could rapidly and severely diminish our clients’ confidence in us and result in harm to our brands.

If we are not able to implement our strategies to achieve our business objectives, our business operations and financial performance will be materially and adversely affected.

Our business plan and growth strategy are based on currently prevailing circumstances and the assumption that certain circumstances will or will not occur, as well as the inherent risks and uncertainties involved in various stages of development. However, there is no assurance that we will be successful in implementing our strategies or that our strategies, even if implemented, will lead to the successful achievement of our objectives. If we are not able to successfully implement our strategies, our business operations and financial performance will be materially and adversely affected, which will materially and adversely affect our financial condition and results of operations as well.

We are subject to legal and regulatory proceedings from time to time in the ordinary course of our business.

We have not been subject to any material allegations or complaints in the past, but we may be involved in legal and other disputes in the ordinary courses of our business, including allegations against us for potential infringement of third-party intellectual property rights, as well as client complaints in relation to the quality of our services and other dissatisfaction. We might also be involved in governmental investigations for content posted on our website or other

aspect of our business operation in the future. Any claims against us, with or without merit, could be time-consuming and costly to defend or litigate, divert our management’s attention and resources or harm the brand equity. If a lawsuit or governmental proceeding against us is successful, we may be required to pay substantial damages or fines. We may also lose, or be limited in, the rights to offer some of our services or be required to make changes to our offerings or business model. As a result, the scope of our service offerings could be reduced, which could adversely affect our ability to attract new clients, harm our reputation and have a material adverse effect on our business, financial condition, and results of operations.

Moreover, becoming a public company will raise our public profile, which may result in increased litigation as well as increased public awareness of any such litigation. There is substantial uncertainty regarding the scope and application of many of the laws and regulations to which we are subject, which increases the risk that we will be subject to claims alleging violations of those laws and regulations. In the future, we may also be accused of having, or be found to have, infringed, misappropriated, or otherwise violated third-party intellectual property rights.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions outside of the United States against us or our management that reside outside the United States based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence outside of the United States.

As a company incorporated under the laws of the Province of Ontario in Canada, we conduct all of our operations in Canada and substantially all of our assets are located in Canada. In addition, our directors or director nominees and officers are based in Toronto, Canada, except for one of our independent director nominees Lee Yeung, who resides in Hong Kong. All or a substantial portion of the assets of our directors and officers are located outside the United States. As a result, it may be difficult for you to effect service of process upon those persons outside the United States. It may be difficult for you to enforce judgments obtained in U.S. courts based on civil liability provisions of the U.S. federal securities laws against us and our officers and directors who do not currently reside in the U.S. or have substantial assets in the U.S.

In addition, there is uncertainty as to whether the courts of the Province of Ontario in Canada would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state. A judgment of a United States court may be recognized and enforced by an Ontario court if the U.S. court had a real and substantial connection to the underlying dispute, the judgment is final and conclusive, and it is for a definite sum of money (other than taxes, fines, or penalties). Ontario courts will not re-litigate the merits of the case, but they may refuse to recognize or enforce a U.S. judgment if, among other reasons, it was obtained in a manner contrary to natural justice, is contrary to Ontario public policy, or is based on U.S. securities laws imposing multiple damages.

Our business could be materially and adversely disrupted by an epidemic or pandemic (such as the COVID-19 pandemic), or similar public threat, or fear of such an event, and the measures that the governmental authorities implement to address it.

An epidemic, pandemic, or similar serious public health issue, and the measures undertaken by governmental authorities to address it, could significantly disrupt or prevent us from operating our business in the ordinary course for an extended period, and thereby, along with any associated economic and social instability or distress, have a material adverse impact on our business, prospects, liquidity, financial condition, and results of operations.

On March 11, 2020, the World Health Organization declared the outbreak of the COVID-19 virus to be a global pandemic. For the fiscal years ended March 31, 2024 and 2025 and the six months ended September 30, 2025, no construction activities on our project sites were temporarily suspended due to confirmed COVID-19 cases. Based on the best estimation of our management, our projects are expected to complete according to their respective project schedule, and we did not experience any cancellation of existing work orders in respect of the projects affected by COVID-19.

While the World Health Organization declared an end to the global Public Health Emergency for COVID-19 on May 5, 2023, we cannot estimate or predict with any degree of certainty the full impact of any future epidemic or pandemic on our financial condition and future results of operations. The ultimate impacts of the epidemic or pandemic and related mitigation efforts will depend on future developments, including the duration of the epidemic or pandemic, the

acceptance and effectiveness of vaccines, the impact of epidemic or pandemic and related containment and mitigation measures on our clients, employees, and third-party service providers, workforce availability, and the timing and extent to which normal economic and operating conditions resume.

Systems and information technology interruption could materially and adversely impact our ability to operate.

We rely heavily on computer, information, and communications technology and related systems in order to properly operate. From time to time, we experience occasional system interruptions and delays. If we are unable to continually add software and hardware, effectively upgrade our systems and network infrastructure, and take other steps to improve the efficiency of and protect our systems, systems operation could be interrupted or delayed. In addition, our computer and communications systems and operations could be damaged or interrupted by natural disasters, telecommunications failures, acts of war or terrorism, computer viruses, physical or electronic security breaches, and similar events or disruptions. Any of these or other events could cause system interruption, delays, and loss of critical data, could delay or prevent operations, and could materially and adversely affect our operating results.

Risks Relating to this Offering and the Trading Market

Recent changes to Nasdaq listing standards and Nasdaq’s expanded discretionary authority to deny initial listings may make it more difficult for us to qualify for or maintain a listing on Nasdaq, which could adversely affect the liquidity and market price of our Common Shares.

On December 18, 2025, the SEC approved amendments to Nasdaq’s listing rules that increase the minimum market value of unrestricted publicly held shares required for new listings under the net income standard. Under the amended rules, companies seeking to list on either the Nasdaq Global Market or the Nasdaq Capital Market must have a minimum public float of $15 million, consisting of unrestricted publicly held shares that are not held by officers, directors, or 10% shareholders and are not subject to resale restrictions. This represents a significant increase from the prior thresholds applicable to these markets. These amendments have been in effect since January 17, 2026.

In addition, on December 19, 2025, the SEC approved Nasdaq’s proposal to expand its discretion to deny initial listings, even where an applicant otherwise meets all applicable quantitative and qualitative listing requirements. Under new Rule IM-5101-3 (Application of Discretion to Deny Initial Listing), Nasdaq may deny an initial listing if it determines that the company’s securities may be particularly susceptible to manipulation or present risks to investors or the orderly functioning of the market. In making this determination, Nasdaq may consider, among other factors, the company’s business profile, geographic nexus, ownership structure, and relationships with professional advisors such as auditors, underwriters, law firms, brokers, clearing firms, or other service providers, as well as similarities to previously listed companies that experienced problematic or unusual trading patterns identified by Nasdaq or other regulators. This rule is effective immediately and applies to companies currently in the listing application process.

If we seek to list our Common Shares on Nasdaq, including under the net income standard, we must satisfy the increased minimum public float requirement and successfully complete Nasdaq’s initial listing review, including the application of Nasdaq’s discretionary authority under Rule IM-5101-3. There can be no assurance that we will be able to meet these requirements or that Nasdaq will approve our listing, based on the size, structure, or pricing of this offering, prevailing market conditions, investor demand for our Common Shares, or Nasdaq’s assessment of factors relating to potential market manipulation risk. If our application is denied or delayed, we may be required to pursue an alternative listing venue or delay or restructure this offering, which may be less favorable and could involve additional costs, delays or regulatory uncertainty.

A failure to qualify for or maintain a Nasdaq listing could materially reduce the liquidity of our Common Shares, impair investors’ ability to buy or sell our Common Shares at desired prices or at all, increase volatility in the trading price of our Common Shares and adversely affect our visibility and credibility with investors, analysts, and other market participants. Any of these outcomes could have a material adverse effect on the market price of our Common Shares and on our ability to raise additional capital in the future.

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

Prior to this offering, there has not been a public market for our Common Shares. We have submitted our application for the listing of our Common Shares on the Nasdaq Capital Market. At this time, Nasdaq has not yet approved our

application to list our Common Shares. An active public market for our Common Shares, however, may not develop or be sustained after the offering, in which case the market price and liquidity of our Common Shares will be materially and adversely affected.

The IPO price for our Common Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The IPO price for our Common Shares will be determined by negotiations between us and the underwriters and may not bear a direct relationship to our earnings, book value, or any other indicia of value. We cannot assure you that the market price of our Common Shares will not decline significantly below the IPO price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Common Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

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

The IPO price of our Common Shares is substantially higher than the net tangible book value per share of our Common Shares. Consequently, when you purchase our Common Shares in the offering, upon completion of the offering you will incur immediate dilution of $3.04 per share, assuming an IPO price of $4.00, the low end of the estimated price range set forth on the cover page of this prospectus, assuming no exercise of the underwriters’ over-allotment option. See “Dilution.” In addition, you may experience further dilution to the extent that additional Common Shares are issued upon exercise of outstanding options we may grant from time to time.

We will incur substantial increased costs as a result of being a public company.

Upon consummation of this offering, we will incur significant legal, accounting, and other expenses as a public company 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 Nasdaq, impose various requirements on the corporate governance practices of public companies.

Compliance with these rules and regulations increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier. We have incurred additional costs in obtaining director and officer liability insurance. 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 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 our Common Shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have 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.

After we are no longer an “emerging growth company,” or until five years following the completion of our IPO, whichever is earlier, we expect to incur significant additional 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, we will be required to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.

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.

Substantial future sales of our Common Shares or the anticipation of future sales of our Common Shares in the public market could cause the price of our Common Shares to decline.

Sales of substantial amounts of our Common Shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our Common Shares to decline. An aggregate of 18,000,000

Common Shares is outstanding before the consummation of this offering. An aggregate of 24,250,000 Common Shares, assuming no exercise of the underwriters’ over-allotment option, or 25,187,500 Common Shares, assuming full exercise of the underwriters’ over-allotment option, will be outstanding immediately after the consummation of this offering. Sales of these shares into the market could cause the market price of our Common Shares to decline.

We do not intend to pay dividends in the foreseeable future.

As of the date of this prospectus, none of our subsidiaries has made any dividends or distributions to us and we have not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. As a result, you may only receive a return on your investment in our Common Shares if the market price of our Common Shares increases.

The market price of our Common Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the IPO price.

The IPO price for our Common Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Common Shares following our IPO. If you purchase our Common Shares in our IPO, you may not be able to resell those shares at or above the IPO price. We cannot assure you that the IPO price of our Common Shares, or the market price following our IPO, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our IPO. The market price of our Common Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•        actual or anticipated fluctuations in our revenue and other operating results;

•        the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•        actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

•        announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

•        price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•        absence of research or reports about our business published by securities or industry analysts, or negative report regarding our Common Shares published by them;

•        lawsuits threatened or filed against us; and

•        other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and materially and adversely affect our business.

The price of our Common Shares could be subject to rapid and substantial volatility. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Common Shares.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent IPOs, especially among those with relatively smaller public floats. As a relatively small-capitalization company with a 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

Common 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-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Common Shares.

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

Our chief executive officer has substantial influence over our Company. His interests may not be aligned with the interests of our other shareholders, and he will be able to exert significant influence to prevent or cause a change of control or other transactions.

As of the date of this prospectus, Mr. Tianshu Wang, our chief executive officer, beneficially owns approximately 55.0% of our outstanding Common Shares. Following the completion of this offering, Mr. Wang will have voting control over 9,900,000 Common Shares, representing 40.8% of the total voting power of our outstanding capital stock (or 39.3% if the underwriters exercise their over-allotment option in full). As a result, Mr. Wang may exert significant influence over the outcome of corporate transactions or other matters submitted to shareholders for approval, including mergers, consolidations, the election of directors, and other major corporate actions. He will also be able to exert significant influence to prevent or cause a change in control. Without the consent of Mr. Wang, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, he could violate his fiduciary duties by diverting business opportunities from us to himself or others. The interests of Mr. Wang may differ from the interests of our other shareholders. The concentration in the ownership of our Common Shares may cause a material decline in the value of our Common Shares. For more information regarding Mr. Wang and his affiliated entity, see “Principal Shareholders.”

Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our Common Shares.

We anticipate that we will use approximately 30% of the funds raised from this offering for developing our existing business, approximately 30% of the funds raised from this offering for potential mergers and acquisitions of peer companies or businesses along the industry value chain, approximately 25% of the funds raised from this offering for research and development of AI-powered real estate platform, and approximately 15% of the funds raised from this offering for working capital. Our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the market price of our Common Shares.

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

We expect to qualify as a foreign private issuer upon the completion of this offering. As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our 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. On December 18, 2025, the Holding Foreign Insiders Accountable Act was enacted as part of the National Defense Authorization Act for Fiscal Year 2026, mandating directors and officers of foreign private issuers to file Section 16(a) reports (Forms 3, 4, and 5) with the SEC to report beneficial ownership interests in companies, effective on March 18, 2026. Our principal shareholders who are not our officers or directors, however, will remain exempt from Section 16(a) reporting requirements. In addition, we will not

requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. Further, we elected to use the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our Common Shares and our share price may be more volatile. See “Implications of Our Being an Emerging Growth Company.”

If we are classified as a PFIC, United States taxpayers who own our Common Shares may have adverse United States federal income tax consequences.

A non-U.S. corporation such as ourselves will be classified as a PFIC for any taxable year if, for such year, either

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

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

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

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our Common Shares, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

Depending on the amount of cash we raise in this offering, together with any other assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income, in which case we would be deemed a PFIC, which could have adverse U.S. federal income tax consequences for U.S. taxpayers who are shareholders. We will make this determination following the end of any particular tax year. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Material Income Tax Consideration — Material United States Federal Income Tax Consequences — PFIC Consequences.”

Our pre-IPO shareholders will be able to sell their shares upon completion of this offering subject to restrictions under Rule 144 under the Securities Act.

18,000,000 of our Common Shares are issued and outstanding as of the date of this prospectus. Our pre-IPO shareholders may be able to sell their Common Shares under Rule 144 after the completion of this offering. See “Shares Eligible for Future Sale.” Because these shareholders have paid a lower price per Common Share than participants in this offering, when they are able to sell their pre-IPO shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price. This fact could impact the trading price of the Common Shares following the completion of the offering, to the detriment of participants in this offering. Under Rule 144, before our pre-IPO shareholders can sell their shares, in addition to meeting other requirements, they must meet the required holding period. We do not expect any of the Common Shares to be sold pursuant to Rule 144 during the pendency of this offering.

All of our existing shareholders, as well as our directors and officers, have agreed not to sell any of their Common Shares for a period of six (6) months from the date of this prospectus. See “Underwriting — Lock-Up Agreements” for more information.

ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated under the laws of the Province of Ontario. Our directors and officers are based in Toronto, Canada except for one independent director, Lee Yeung, who is located in Hong Kong, and all or a substantial portion of their assets, and a substantial portion of our assets, are located outside of the United States. We have appointed an agent for service of process in the United States, but it may be difficult for shareholders who reside in the United States to effect service within the United States upon those directors, officers, and experts who are not residents of the United States. It may also be difficult for shareholders who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers, and experts under the United States federal securities laws. There can be no assurance that U.S. investors will be able to enforce against us, members of our board of directors, officers, or certain experts named herein who are residents of Canada or other countries outside the United States, any judgments in civil and commercial matters, including judgments under the federal securities laws.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us under the federal securities laws of the United States or of any state in the United States.

USE OF PROCEEDS

Based upon an assumed IPO price of $4.00 per Common Share, which is the low end of the estimated IPO price range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from the sale of our Common Shares of approximately $22,007,586, after deducting estimated underwriting discounts and commissions and estimated offering expenses. If the underwriters’ option to purchase additional Common Shares is exercised in full, we estimate, based on the assumptions stated above, that we will receive net proceeds of approximately $25,457,586, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

Each $1.00 increase (decrease) in the assumed IPO price of $4.00 per share, would increase (decrease) the net proceeds to us from this offering by approximately $5,750,000, assuming the number of shares offered, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions.

Based upon the assumptions stated above, we intend to use the net proceeds of this offering as follows:

•        approximately 30% for developing our existing business, including hiring more business development managers, project managers, and client relationship specialists, diversifying our service offerings, and enhancing marketing efforts;

•        approximately 30% for potential mergers and acquisitions of peer companies or businesses along the industry value chain;

•        approximately 25% for research and development of AI-powered real estate platform integrating comprehensive real estate data, industry trends, and advanced analytics; and

•        approximately 15% for working capital and other general corporate 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. This expected use of our 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 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 as they develop. Accordingly, our management will have significant flexibility and broad discretion in applying the net proceeds of the offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

Although we may use a portion of the proceeds for the acquisition of, or investment in, companies, technologies, products, services, or assets that complement our business, we have no present understandings, commitments, or agreements to enter into any acquisitions or make any investments. We cannot assure you that we will make any acquisitions or investments in the future. As of the date of this prospectus, we have not identified any specific companies for potential merger or acquisition.

Based on our current operations and scheduled expansion plans, we believe that our existing cash and cash equivalents, together with the anticipated net proceeds from this offering, will enable us to operate our existing operations and administrative functions and also provide the planned funds for capital expenditures through the fiscal year ending March 31, 2026. For additional information regarding our potential capital requirements, see “Risk Factors.”

DIVIDEND POLICY

While we have previously declared and paid cash dividends, we have no plan to declare or pay any dividends in the near future on our shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

The holders of our Common Shares are entitled to dividends out of funds legally available when and as declared by our directors. Should we decide in the future to pay dividends, our ability to do so depends upon our future operations and earnings, capital requirements and surplus, general financial conditions, and other factors that our directors may deem relevant.

CAPITALIZATION

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

•        On an actual basis; and

•        On a pro forma basis to give effect to (a) the sale of 8,100,000 Common Shares at a price of CAD0.1010 (US$0.0702) per share on April 15, 2025, and (b) the sale of 6,250,000 Common Shares by us in this offering at an assumed IPO price of $4.00 per share, which is the low end of the estimated IPO price range set forth on the cover page of this prospectus, after deducting the estimated underwriting commissions and estimated offering expenses, and assuming that the underwriters do not exercise their over-allotment option.

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

____________

(1)      As of the date of this prospectus, we have 18,000,000 Common Shares outstanding and the value of Common Shares increased from CAD990 (US$689) as of March 31, 2025 to CAD1,800 (US$1,253) as of April 15, 2025.

The number of our Common Shares that would be outstanding after this offering is based on 18,000,000 Common Shares outstanding as of January 28, 2026, assuming the issuance of 6,250,000 Common Shares in this offering.

DILUTION

If you invest in our Common Shares, your interest will be diluted to the extent of the difference between the IPO price per Common Share and the pro forma net tangible book value per Common Share after the offering. Our historical net tangible book value as of September 30, 2025 was $1,237,440, or $0.07 per share. We calculate our historical net tangible book value per share by dividing our total tangible assets less our total liabilities by the number of our outstanding Common Shares. Our net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of our Common Shares in this offering and the pro forma as adjusted net tangible book value per share of our Common Shares immediately after completion of this offering.

Dilution results from the fact that the per Common Share offering price is substantially in excess of the book value per Common Share attributable to the existing shareholders for our presently outstanding Common Shares. After giving effect to the issuance and sale of 6,250,000 shares in this offering at an assumed IPO price of $4.00 per share, which is the low end of the estimated IPO price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and offering expenses payable by us, the pro forma as adjusted net tangible book value as of September 30, 2025 would have been $23,245,026 or $0.96 per share. This represents an immediate increase in net tangible book value to existing shareholders of $0.89 per share. The public offering price per share will significantly exceed the net tangible book value per share. Accordingly, new investors who purchase shares in this offering will suffer an immediate dilution of their investment of $3.04 per share. The following table illustrates this per share dilution to the new investors purchasing shares in this offering:

A $1.00 increase (decrease) in the assumed public offering price of $4.00 per share would increase (decrease) the pro forma net tangible book value by $5,750,000, the pro forma net tangible book value per share after this offering by $1.20 per share and the dilution in pro forma net tangible book value per share to investors in this offering by $2.80 per share, assuming that we will issue 6,250,000 Common Shares in this offering and after deducting the estimated underwriting discount and offering expenses payable by us. If the underwriters’ option to purchase additional shares in this offering is exercised in full, the pro forma net tangible book value, as adjusted to give effect to this offering, would be $1.06 per share and the dilution to new investors would be $2.94 per share.

We may also increase or decrease the number of shares we are offering. A one million share increase in the number of shares offered by us would increase the pro forma net tangible book value per share by $0.11 and decrease the dilution per share to investors participating in this offering by $0.11, assuming the assumed IPO price of $4.00 per share remains the same and after deducting the estimated underwriting discount and estimated offering expenses payable by us. A one million share decrease in the number of shares offered by us would decrease the pro forma as adjusted net tangible book value per share after this offering by $0.12 and increase the dilution per share to new investors participating in this offering by $0.12, assuming the assumed IPO price of $4.00 per share remains the same and after deducting the estimated underwriting discount and estimated offering expenses payable by us.

The following charts illustrate our pro forma proportionate ownership, upon completion of this offering by present shareholders and investors in this offering, compared to the relative amounts paid by each, assuming the sale of 6,250,000 Common Shares at an assumed IPO price of $4.00 per share, which is the low end of the estimated IPO price range set forth on the cover page of this prospectus. The charts reflect payment by present shareholders as of the date the consideration was received and by investors in this offering for the assumed number of Common Shares at the assumed offering price without deduction of commissions or expenses. The charts further assume no changes in net tangible book value other than those resulting from this offering.

The table below shows what happens when the over-allotment option exercised, based upon the same assumptions stated above:

If the underwriters’ over-allotment option of 937,500 shares is exercised in full, the percentage of shares held by existing stockholders would be reduced to 71.5% of the total number of shares to be outstanding after this offering; and the number of shares held by the new investors would be increased to 7,187,500 shares, or 28.5%, of the total number of shares outstanding after this offering.

The number of our Common Shares reflected in the discussion and tables above is based on 18,000,000 Common Shares outstanding as of January 28, 2026.

The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual IPO price of our Common Shares and other terms of this offering determined when this offering goes effective.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors” and in “Disclosure Regarding Forward-Looking Statements.” All amounts included in the fiscal years ended March 31, 2024 and 2025 and the six months ended September 30, 2024 and 2025 have been prepared in accordance with U.S. GAAP.

Overview

We are engaged in providing real estate-related services, consisting of real estate development management and consulting.

Our real estate development management services include managing the process of securing all necessary governmental approvals, permits, and licenses for development projects; arranging for professional services such as engineering and legal support; overseeing project execution to ensure quality, safety, and on-time delivery; and maintaining consistent communication with clients throughout the project lifecycle. Our real estate consulting services include delivering professional feasibility assessment reports or suggestions, based on the completion of a series of interrelated tasks, such as feasibility study, purchase and sale advisory, and investment consultation.

Across both service lines, we integrate market research, zoning analysis, and urban planning insights to deliver informed and practical guidance. By combining strategic planning with seamless execution coordination, we help our clients navigate complex development processes and maximize the long-term value of their real estate investments.

For the fiscal years ended March 31, 2024 and 2025, we had total revenue of CAD182,500 and CAD1,709,809 (US$1,189,102), respectively. Our net loss was CAD207,661 for the fiscal year ended March 31, 2024, and our net income was CAD1,138,338 (US$791,667) for the fiscal year ended March 31, 2025. For the six months ended September 30, 2024 and 2025, we had total revenue of CAD406,409 and CAD1,039,000 (US$746,034), respectively. Our net income was CAD243,662 and CAD354,821 (US$254,774) for the six months ended September 30, 2024 and 2025, respectively. As of March 31, 2024 and 2025 and September 30, 2025, our Company had cash of CAD1,710, CAD252,036, and CAD234,359 (US$168,277), respectively, and had working capital of CAD447,942, CAD675,891, and CAD1,653,068 (US$1,186,951), respectively.

Factors Affecting Our Results of Operations

In addition to the general factors affecting the Canadian economy, the global economy and our industry, our results of operations and financial condition are affected by a number of industry- and company-specific factors, including those set forth below:

Relationships with customers:    Our ability to secure new contracts and maintain ongoing projects is closely tied to the strength of our relationships with clients. In this industry, long-term customer relationships are often built on a track record of quality, reliability, and responsiveness. Customer satisfaction affects repeat business, the awarding of future contracts, and our reputation in the marketplace. Therefore, maintaining effective communication, meeting project timelines, and consistently delivering value are central to both our operational success and financial performance.

Competition in the real estate development industry:    The real estate development industry in Canada is highly competitive, with numerous local, national, and international firms competing for both public and private sector projects. We face challenges not only on price, but also on the basis of project delivery timelines, quality of work, safety performance, technical expertise, and customer service. Furthermore, fluctuations in material costs, labor availability, and new technologies may shift competitive advantages.

COVID-19 Affecting Our Results of Operations

On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “public health emergency of international concern,” and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. Governments in affected countries imposed travel bans, quarantines, and other emergency public health measures, which had caused material disruption to businesses globally resulting in an economic slowdown. Canada began easing COVID-19 restrictions in May 2020, with most provincial mask mandates lifted by spring 2022 and all federal travel-related requirements, including quarantine and masking, ending in October 2022.

In the longer-term, if there is any resurgence of COVID-19 pandemic in Canada, it is likely to adversely affect the economies and financial markets of many countries, and could result in a global economic downturn and a recession. This would likely adversely affect the Company’s business, financial condition, and results of operations.

Our operations may be negatively affected if any of our employees or employees of our customers is suspected of contracting or having contracted COVID-19, since this may require us and our customers to quarantine some or all of the relevant employees and disinfect our project sites and facilities. If these adverse impacts materialize and persist for a substantial period of time, they may significantly and adversely affect our business operations and financial performance.

For the fiscal years ended March 31, 2024 and 2025 and the six months ended September 30, 2025, no construction activities on our project sites were temporarily suspended due to confirmed COVID-19 cases. Based on the best estimation of our management, our projects are expected to complete according to their respective project schedule, and we did not experience any cancellation of existing work orders in respect of the projects affected by COVID-19.

However, the extent of the impact of COVID-19 on our future financial results will be dependent on future developments, such as the length and severity of the pandemic, the potential resurgence of the pandemic, future government actions in response to the pandemic and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. Given this uncertainty, it is impracticable for us to quantify the expected impact of the COVID-19 pandemic on our future operations, financial condition, liquidity, and results of operations if the current situation continues.

Results of Operations

The following is a summary of our statements of income as derived from our financial statements included elsewhere in this prospectus, and this summary should be read in conjunction therewith.

Comparison of Results of Operations for the Six Months Ended September 30, 2024 and 2025

Revenue

Our revenue is generated from real estate development management services and real estate consulting services. Our real estate development management services include managing the process of securing all necessary governmental approvals, permits, and licenses for development projects; arranging for professional services such as engineering and legal support; overseeing project execution to ensure quality, safety, and on-time delivery; and maintaining consistent communication with clients throughout the project lifecycle. Our real estate consulting services include delivering professional feasibility assessment reports or suggestions, based on the completion of a series of interrelated tasks.

Our revenue increased from CAD406,409 for the six months ended September 30, 2024 to CAD1,039,000 (US$746,034) for the six months ended September 30, 2025, which was mainly due to: (i) an increase in our revenue from real estate development management services by CAD51,591 (US$37,044) from CAD272,409 for the six months ended September 30, 2024 to CAD324,000 (US$232,642) for the six months ended September 30, 2025, which was mainly attributable to the expansion in the scale of individual projects served, which resulted in higher development management fees per project; (ii) an increase in our revenue from real estate consulting services from CAD134,000 for the six months ended September 30, 2024 to CAD715,000 (US$513,392) for the six months ended September 30, 2025, which was mainly due to 12 new consulting customers developed and served and provision of additional value-added consulting services.

General and administrative expenses

Our general and administrative expenses mainly consisted of salaries and wages, rental expenses, meals and entertainment expenses, professional fees, allowance for credit loss and others. General and administrative expenses increased by CAD484,398 (US$347,812) or 310%, from CAD156,421 for the six months ended September 30, 2024, to CAD640,819 (US$460,127) for the six months ended September 30, 2025. This increase was mainly attributable to: (i) the increase in professional fees of CAD457,685 (US$328,631) for the six months ended September 30, 2025, which was related to the IPO-related expenses, which was nil for the six months ended September 30, 2024, (ii) the increase in salaries and wages mainly resulting from the increased salaries of senior management, (iii) the increase in allowance for credit loss, which was attributable to the extension of customers’ payment cycles, which led to longer aging of accounts receivable and consequently higher provision for credit loss, and partially offset by the decrease in rental expenses and meals and entertainment expenses, which was mainly due to the expiration of one office lease and the Company’s reduction in the frequency of business entertainment activities.

Other income (expenses)

Our other income (expenses) primarily consisted of government subsidies, interest expenses, and others. Other income (expenses) decreased by CAD31,933 (US$22,929), or 106%, from other income of CAD30,204 for the six months ended September 30, 2024 to other expenses of CAD1,729 (US$1,241) for the six months ended September 30, 2025, primarily due to the absence of government subsidy income in the six months ended September 30, 2025, compared to net government subsidy income of CAD26,215 (US$18,823) for the six months ended September 30, 2024.

Income before income taxes

Income before income taxes was CAD396,452 (US$284,666) for the six months ended September 30, 2025, representing an increase of CAD116,260 (US$83,478) as compared to CAD280,192 for the six months ended September 30, 2024. The increase was primarily attributable to the increased revenue and partially offset by the increase in general and administrative expenses.

Income Taxes Provision

Our provision for income taxes was CAD41,631 (US$29,892) for the six months ended September 30, 2025, representing an increase of CAD5,101 (US$3,663) compared to the income taxes of CAD36,530 for the six months ended September 30, 2024. The increased income tax provision was mainly due to increased taxable income for the six months ended September 30, 2025.

Under the current Canadian Income Tax Act, the first CAD500,000 of profits of the Company will be subject to a combined provincial and federal corporate income tax of 12.2%, and profits in excess of CAD500,000 will be taxed at a combined provincial and federal corporate income tax of 26.5%.

The difference between the amount of the provision for income taxes and the amount computed by multiplying income before income taxes by the statutory Canadian tax rate is reconciled as follows:

Net income

Our net income was CAD354,821 (US$254,774) for the six months ended September 30, 2025, representing an increase of CAD111,159 (US$79,815) compared to the net income of CAD243,662 for the six months ended September 30, 2024. The increase in net income was primarily due to the higher revenue and partially offset by the higher general and administrative expenses for the six months ended September 30, 2025, as discussed above under the revenue section and the general and administrative expenses section.

Comparison of Results of Operations for the Fiscal Years Ended March 31, 2024 and 2025

Revenue

Our revenue is generated from real estate development management services and real estate consulting services. Our real estate development management services include managing the process of securing all necessary governmental approvals, permits, and licenses for development projects; arranging for professional services such as engineering and legal support; overseeing project execution to ensure quality, safety, and on-time delivery; and maintaining consistent communication with clients throughout the project lifecycle. Our real estate consulting services include delivering professional feasibility assessment reports or suggestions, based on the completion of a series of interrelated tasks. Our revenue increased from CAD182,500 for the fiscal year ended March 31, 2024 to CAD1,709,809 (US$1,189,102) for the fiscal year ended March 31, 2025, which was mainly due to: (i) our business expansion to real estate consulting services for the fiscal year ended March 31, 2025; (ii) our management’s deep understanding of the industry, accumulation of customer resources, and good relationship with local engineering, architectural, and legal service providers, which ensured the sustainability of our business; and (iii) employment of additional site supervisor, who enhanced our execution capabilities and provided more quality services.

Our revenue generated from real estate development management services increased by CAD1,043,730 (US$725,871) from CAD182,500 for the fiscal year ended March 31, 2024 to CAD1,226,230 (US$852,793) for the fiscal year ended March 31, 2025, which was mainly due to expansion on our real estate development management business. For the fiscal year ended March 31, 2025, we added nine customers to our real estate development management business.

For the fiscal year ended March 31, 2025, our Company expanded its business to real estate consulting services and the revenue generated from consulting services amounted to CAD483,579 (US$336,309), as a result of our enhanced business development efforts and new expansion of consulting services. For the fiscal year ended March 31, 2025, we totally served 16 customers, while 1 customer we served is originally our development management client for the fiscal year ended March 31, 2024.

General and administrative expenses

Our general and administrative expenses mainly consisted of salaries and wages, rental expenses, meals and entertainment expenses, professional fees, and credit loss. General and administrative expenses decreased by CAD133,266 (US$92,681) or 28%, from CAD477,122 for the fiscal year ended March 31, 2024, to CAD343,856 (US$239,138) for the fiscal year ended March 31, 2025. This decrease was mainly attributable to: (i) the decrease in credit loss and consulting fee and partially offset by (ii) the increase in salary and wages resulting from the increase in salaries of existing staff and the recruitment of additional employees for our management department; (iii) the increase in meals and entertainment resulting from the business expansion; and (iv) the increase in professional fee resulting from the increase in lawyer fee which incurred from updating the Company’s shareholding structure and the industry analysis report fee on Canada property development industry. The decrease in credit loss was primarily due to the accrued expected credit loss for other receivables, which amounted to CAD206,447 for the fiscal year ended March 31, 2024, compared to nil for the fiscal year ended March 31, 2025, and newly added expected credit loss for accounts receivables, which amounted to CAD1,653 for the fiscal year ended March 31, 2025. The decrease in consulting fee was primarily due to the decrease in investor relationship management and public relationship services, which amounted to CAD40,000 for the fiscal year ended March 31, 2024 and nil for the fiscal year ended March 31, 2025.

Other income (expenses)

Our other income (expenses) primarily consisted of income from disposal of long-term investment, government subsidies, interest expenses, and others. Other income (expenses) increased by CAD55,467 (US$38,575), or 134%, from CAD41,264 for the fiscal year ended March 31, 2024 to CAD96,731 (US$67,272) for the fiscal year ended March 31, 2025, primarily because of the increase in net income on disposal of the long-term investment amounted to CAD60,000 (US$41,728) in the fiscal year ended March 31, 2025.

(Loss)/Income before income taxes

Income before income taxes was CAD1,462,684 (US$1,017,236) for the fiscal year ended March 31, 2025, representing an increase of CAD1,716,042 (US$1,193,436) as compared to a loss of CAD253,358 for the fiscal year ended March 31, 2024. The increase was primarily attributable to the increased revenue and decrease in general and administrative expenses.

Income Taxes Provision/(benefit)

Our provision for income taxes was CAD324,346 (US$225,569) for the fiscal year ended March 31, 2025, representing an increase of CAD370,043 (US$257,350) compared to the income tax benefit of CAD45,697 for the fiscal year ended March 31, 2024. The increased income tax provision was mainly due to increased taxable income in the fiscal year ended March 31, 2025.

Under the current Canadian income tax act, the first CAD500,000 of profits of the Company will be subject to a combined provincial and federal corporate income tax of 12.2%, and profits in excess of CAD500,000 will be taxed at a combined provincial and federal corporate income tax of 26.5%.

The difference between the amount of the provision for income taxes and the amount computed by multiplying income before income taxes by the statutory Canadian tax rate is reconciled as follows:

Net (loss)/income

Our net income was CAD1,138,338 (US$791,667) for the fiscal year ended March 31, 2025, representing an increase of CAD1,345,999 (US$936,087) compared to the net loss of CAD207,661 for the fiscal year ended March 31, 2024. The increase in net income was primarily due to the higher revenue for the fiscal year ended March 31, 2025, as discussed above under the revenue section.

Liquidity and Capital Resources

The following table sets forth our current assets and current liabilities as of the dates indicated:

v.       lease liabilities — operating lease decreased by CAD20,545 (US$14,288) for the fiscal year ended March 31, 2025, compared to a decrease of CAD33,000 for the fiscal year ended March 31, 2024; and

vi.     income tax payable increased by CAD276,445 (US$192,256) for the fiscal year ended March 31, 2025, compared to an increase of CAD11,241 for the fiscal year ended March 31, 2024.

Investing activities

Net cash generated from investing activities was CAD259,555 (US$180,510) for the fiscal year ended March 31, 2025, compared to the cash generated from investing activities of CAD58,111 for the fiscal year ended March 31, 2024. During the fiscal year ended March 31, 2025, we generated CAD560,000 (US$389,457) from disposals of long-term investment and used CAD300,445 (US$208,947) of the proceeds to provide loans to related parties. During the fiscal year ended March 31, 2024, we spent CAD1,769 on the purchase of fixed assets and generated a repayment received from shareholder loans of CAD59,880.

Financing activities

Net cash used in financing activities was CAD1,654,265 (US$1,150,473) for the fiscal year ended March 31, 2025, compared to the cash provided by financing activities of CAD47,740 for the fiscal year ended March 31, 2024. During the fiscal year ended March 31, 2025, net cash used in financing activities included: (i) repayment of loans of CAD21,580 (US$15,008), (ii) redemption of preferred shares of CAD1,350,000 (US$938,869), (iii) dividends paid for preferred shares of CAD67,000 (US$46,569), and (iv) deferred costs related to the IPO of CAD215,685 (US$150,000). During the fiscal year ended March 31, 2024, net cash generated from financing activities included: (i) repayment of loans of CAD18,260, (ii) proceeds from issuance of preferred shares of CAD150,000, and (iii) dividends paid for preferred shares of CAD84,000.

Inflation risk

Recent inflationary pressures have materially and adversely affected certain aspects of our business operations. For example, recent inflationary pressures have led to an increase in the costs associated with real estate development projects, including construction materials, labor, energy, and logistics. These increased costs cannot be transferred under fixed-price contracts, which results in compressed profit margins. Moreover, the recent inflationary pressures have changed the risk and return characteristics of real estate investments, necessitating a reassessment of the viability of various projects. As part of this reassessment, increased attention is being directed toward asset classes with strong inflation-hedging characteristics, such as multi-family residential developments.

In response to the inflationary pressures outlined above, the Company is in the process of developing a proprietary AI model to support its real estate consulting services, market analysis, and business operations. This initiative is intended to reduce reliance on manual labor, thereby mitigating increased labor costs and improving overall operational efficiency. In parallel, the Company plans to implement more flexible pricing policies and payment structures to ease financial pressure on clients, sustain demand, and preserve its competitive position in the market.

We may continue to experience inflationary pressures, and inflation may have a larger impact on our results of operations in the future, particularly if we expand our business into markets and geographic areas where fixed-price and lump-sum work is more prevalent. Therefore, continued inflation, rising or continued high interest rates, and/or construction costs could have a material adverse impact on our business, financial condition, and results of operations. See “Risk Factors — Risks Related to Our Business and Industry — Continuing inflation, rising or continued high interest rates, and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed-price contracts.”

Trend Information

The increase in our revenue for the fiscal year ended March 31, 2025 is primarily attributable to (i) our business expansion to real estate consulting services for the fiscal year ended March 31, 2025; (ii) our management’s deep understanding of the industry, accumulation of customer resources, and good relationship with local engineering, architectural, and legal service providers, which ensured the sustainability of our business; and (iii) employment of additional site supervisor, who enhanced our execution capabilities and provided more quality services.

While the expansion into real estate consulting services contributed significantly to our revenue in the fiscal year ended March 31, 2025, such increase was partly due to the fact that this business segment was newly launched and did not contribute to revenue in the prior fiscal year. As a result, the year-over-year growth from this segment may not be as pronounced in future periods. However, we plan to retain and further develop this business line as a recurring part of our operations, and expect it to continue contributing to revenue on an ongoing basis, even if the margins or growth rate moderate.

Our management’s industry knowledge, customer relationships, and collaborations with local engineering, architectural, and legal service providers are core strengths that we expect to support the continued growth and sustainability of our business over the long term.

In addition, while the hiring of an additional site supervisor in the fiscal year ended March 31, 2025 was a specific response to increased business needs, we expect to continue expanding our team in line with project demand. As such, future staffing enhancements will be made as necessary, reflecting a sustainable approach to supporting our operations rather than a one-time event.

Since the expansion into real estate consulting services was the primary driver of our revenue increase for the fiscal year ended March 31, 2025, we do not expect the same level of year-over-year revenue growth to continue in future periods.

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support, and credit risk support or other benefits.

Critical Accounting Estimates

The discussion of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. We evaluate our estimates and assumptions on an ongoing basis using the best information available. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

Critical accounting policy is both material to the presentation of financial statements and requires management to make difficult, subjective, or complex judgments that could have a material effect on financial condition or results of operations. Accounting estimates and assumptions may become critical when they are material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance.

Critical accounting estimates are those that involve making assumptions about uncertain matters at the time the estimate is made. If different estimates, which could reasonably have been used, or changes in those estimates that are likely to occur from period to period, have a material impact on the presentation of our financial condition, changes in financial condition, or results of operations, they are considered critical. Some of our accounting policies require higher degrees of judgment than others in their application. We determined that there were no critical accounting estimates.

Recently Issued Accounting Pronouncements

A list of recent relevant accounting pronouncements is included in Note 2 “Summary of Significant Accounting Policies” of our financial statements.

Except as mentioned in Note 2 “Summary of Significant Accounting Policies” of our financial statements, we do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on our balance sheets, statements of operations and comprehensive (loss)/income, and statements of cash flows.

INDUSTRY

All the information and data presented in this section have been derived from Frost & Limited’s (“Frost & Sullivan”) industry report commissioned by us entitled “Canada Real Estate Development Services Market Study” (the “Frost & Sullivan Report”) unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

OVERVIEW OF REAL ESTATE DEVELOPMENT SERVICES IN CANADA

Definition

The real estate development services industry encompasses a range of professional activities that support the planning, development, and management of real estate projects across residential, commercial, and industrial sectors. Industry players in this domain are critical for bridging the gap between raw land and fully developed properties, offering expertise and services that enable efficient and sustainable real estate development. The industry’s scope includes project development, project management, and consultancy services, catering to developers, investors, and other stakeholders involved in real estate projects.

Source: Frost & Sullivan Report

Value Chain

The upstream stage focuses on the initial groundwork required for real estate development, including land preparation, regulatory compliance, and resource procurement. Landowners provide the raw land, while developers act as the central coordinators, conceptualizing projects and ensuring they align with market demand and regulatory requirements. Raw material suppliers provide essential resources such as construction materials, equipment, and infrastructure components.

The midstream stage encompasses the actual execution of real estate projects, focusing on construction, quality assurance, and risk mitigation, and is primarily driven by project management firms, which oversee the entire construction process, ensuring that timelines, budgets, and quality standards are met. These firms coordinate closely with other stakeholders, including main contractors and subcontractors, to translate project plans into completed structures. Main contractors are responsible for managing the core construction activities, such as structural work, system installation, and compliance with safety and design standards. Meanwhile, subcontractors handle specialized tasks, such as interior finishing, landscaping, or specific technical installations.

At the downstream stage, real estate agents play a crucial role in marketing and facilitating the sale or lease of properties to end-users. They act as intermediaries between developers and potential buyers or tenants, ensuring that properties reach the right audience and transactions proceed smoothly. The owners or tenants of premises represent the final users

of the developed real estate. Additionally, transaction and investment consultants provide advisory services to buyers, investors, and developers at this stage. They assist with property valuations, market analysis, regulatory compliance, and negotiation support, ensuring that transactions are executed effectively and align with financial objectives.

Source: Frost & Sullivan Report

Market Size

The real estate development services market in Canada showed a steady growth from 2019 to 2024, increasing from CAD37.0 billion in 2019 to CAD53.8 billion in 2024, at a compoubd annual growth rate (“CAGR”) of 7.8%, driven by the urbanization, population growth, rising demand for residential and mixed-use developments, and government investment in affordable housing and infrastructure projects. Additionally, commercial expansion in major cities like Toronto, Vancouver, and Montreal contributed significantly to this increase. Looking ahead, the market is projected to grow to CAD73.4 billion by 2029, reflecting a CAGR of 6.4% from 2025 to 2029, supported by continued investment in urban infrastructure, housing, and commercial projects during this period.

Among the three key segments, project management of construction has emerged as a critical growth driver, reaching CAD14.2 billion in 2024 with a CAGR of 9.9% from 2019 to 2024. The segment’s sustained momentum, with a projected CAGR of 6.8% from 2025 to 2029, underscores its pivotal role in navigating Canada’s expanding construction landscape. The rising complexity of large-scale developments, fueled by growing urbanization and population growth, has heightened the demand for professional project management services that ensure efficient execution of residential, commercial, and industrial projects. Additionally, increasing construction spending in Canada which increased from CAD283.51 billion in 2019 to CAD408.47 billion in 2024, has created opportunities for project managers to oversee timeline planning, quality assurance, and compliance with sustainability and green building standards.

Similarly, the market size of consultancy in real estate transactions reached CAD12.5 billion in 2024 with a CAGR of 7.6% from CAD8.7 billion in 2019. The growing complexity of real estate transactions, driven by fluctuating property prices, regulatory changes, and diverse financing structures, has made consultancy services indispensable. With Canada’s major cities experiencing rapid population growth and surging demand for housing, developers and investors increasingly rely on consultants for property valuations, market research, and investment strategies. Rising affluence and changing lifestyle preferences have also fueled demand for high-quality residential and mixed-use developments,

further driving the need for expert advisory services to align projects with market demand. Additionally, consultants are playing a crucial role in helping stakeholders navigate stringent regulatory frameworks, secure financing, and adopt data-driven decision-making tools, such as predictive analytics, to maximize returns and mitigate risks.

Source: Frost & Sullivan Report

Market Drivers

Urbanization, Population Growth, and Rising Affluence:    Urbanization, population growth, and rising affluence are significant drivers of the real estate development services industry in Canada. As more people move to urban centers in search of opportunities and a higher quality of life, the demand for residential, commercial, and industrial properties continues to expand. Major cities such as Toronto, Vancouver, and Montreal are experiencing rapid population growth, leading to increased demand for housing, office spaces, and infrastructure. The population in Canada has grown from 37.62 million in 2019 to 41.53 million in 2024, representing a CAGR of approximately 2.0% during this period. Furthermore, rising affluence has contributed to changing lifestyle preferences, with growing demand for high-quality residential developments, mixed-use properties, and modern commercial spaces. The average income of individuals in Canada and Ontario has also increased consistently at a CAGR of 1.3% and 1.4%, respectively, over the past five years. This reflects stronger purchasing power and the ability of households to invest in real estate. Collectively, these factors have created opportunities for project management services to ensure that construction projects meet the evolving expectations of affluent buyers and investors.

Rising Complexity of Real Estate Transactions:    The increasing complexity of real estate transactions is a also significant driver of the real estate development services industry in Canada. As the real estate market evolves, factors such as fluctuating property prices, regulatory changes, diverse financing structures, and shifting buyer preferences have made transactions more intricate. Additionally, the growing emphasis on compliance with local, provincial, and federal regulations further complicates the transaction process. The rising complexity has driven demand for consultancy services, including market research, negotiation support, and regulatory guidance, as stakeholders seek professional assistance to ensure informed decision-making and successful transactions.

Growth in Housing Starts:    The increase in housing starts across Canada, particularly in metropolitan areas, is a key driver of the real estate development services industry. The number of new housings starts in metropolitan areas grew from 196.74 thousand units in 2019 to 223.81 thousand units in 2023, representing a CAGR of 3.3% during this period. Ontario, as a key market, saw an even higher growth rate, with housing starts rising from 67.86 thousand units in 2019 to 85.77 thousand units in 2023, reflecting a CAGR of 6.0%. As housing construction activity accelerates, developers

increasingly require project management services to address challenges such as site selection, zoning compliance, and construction oversight. Moreover, the rising housing demand underscores the importance of consultancy services, including market research and feasibility studies, to ensure that projects align with market needs.

Market Opportunities

Increasing Demand for Data-Driven Decision-Making:    As the industry becomes more competitive and complex, developers, investors, and other stakeholders are increasingly relying on advanced analytics, predictive modeling, and market intelligence to make informed decisions. Leveraging data enables accurate property valuations, risk assessments, and investment strategies while helping identify emerging market trends and opportunities. Additionally, advancements in technology, such as AI and machine learning, are further enabling the integration of real-time data and automation into decision-making processes.

Focus on Sustainability and Green Building Standards:    With increasing awareness of environmental issues and the push for energy-efficient and eco-friendly construction, developers are under pressure to incorporate sustainable practices into their projects. Programs such as Leadership in Energy and Environmental Design and Canada’s Net-Zero building initiatives are driving demand for expertise in green construction, energy optimization, and sustainable design. This shift provides opportunities for service providers to offer specialized consultancy in green certifications, renewable energy integration, and sustainable material sourcing.

Market Constraints Analysis

Economic Uncertainty:    Economic uncertainty poses a significant challenge for the real estate development services industry in Canada, as factors such as tariff wars, geopolitical tensions, and inflationary pressures disrupt supply chains and drive up the costs of construction materials. Rising interest rates, introduced to combat inflation, have further increased borrowing costs for both developers and homebuyers, dampening housing demand and slowing project pipelines. Additionally, volatility in global trade policies and energy prices adds unpredictability to construction budgets and timelines. These developments have weakened consumer spending and investor confidence, forcing developers to adopt cautious strategies while balancing affordability concerns and profitability.

Rising Construction Costs and Labor Shortages:    The cost of construction materials, including lumber, steel, and concrete, has surged due to inflation, supply chain disruptions, the increase in certain tariffs, and global demand, placing pressure on project budgets and profitability. Additionally, labor shortages across the construction sector have intensified, with an aging workforce, a lack of skilled tradespeople, and increased competition for talent exacerbating the issue.

COMPETITION OVERVIEW

There are numerous participants in Canada’s real estate development services market, with over 2,000 market participants in 2024, including local businesses and branches of multinational corporations. These companies varied significantly in terms of capital scale and the scope of their business operations. In terms of market concentration, the industry is predominantly led by top-tier integrated service providers from both local and international markets, such as Colliers International Group Inc. and Altus Group Limited. These leading firms offer comprehensive real estate solutions across the entire project lifecycle, including modular consulting services such as project development feasibility studies, project financing structure design, policy compliance consulting, and asset operation optimization. Leveraging their rich project experience, solid government-enterprise cooperation networks, as well as one-stop service scope, leading players hold a significant advantage in securing high-end residential, large-scale commercial, and mixed-use consulting projects, especially in core areas including Toronto and Vancouver.

Meanwhile, there are numerous consulting firms in the market that specialize in niche areas, e.g., Urban Strategies, Inc. and MHBC Planning Ltd. excel in land evaluation and planning and are able to provide more refined market analysis and regulatory consulting services. Meanwhile, integrated engineering consulting firms like Stantec Inc. and WSP Global Inc. specialize in engineering supervision and environmental assessment services. Moreover, regional markets exhibit significant differentiation in consulting demand, for example, local French-speaking service providers are more preferred in the Quebec region, and Alberta’s energy transition has given rise to a demand for specialized land-use change consulting services, therefore, the varied needs offer rich competitive opportunities for market participants.

BUSINESS

Overview

We are engaged in providing real estate-related services, consisting of real estate development management and consulting.

Our real estate development management services include managing the process of securing all necessary governmental approvals, permits, and licenses for development projects; arranging for professional services such as engineering and legal support; overseeing project execution to ensure quality, safety, and on-time delivery; and maintaining consistent communication with clients throughout the project lifecycle. Our real estate consulting services include delivering professional feasibility assessment reports or suggestions, based on the completion of a series of interrelated tasks, such as feasibility study, purchase and sale advisory, and investment consultation.

Across both service lines, we integrate market research, zoning analysis, and urban planning insights to deliver informed and practical guidance. By combining strategic planning with seamless execution coordination, we help our clients navigate complex development processes and maximize the long-term value of their real estate investments.

Competitive Strengths

We believe that the following strengths have contributed to our success:

A Deep Understanding of the Industry:    Our management team has over 10 years of experience in the Canadian real estate development industry, providing them with deep insight into market dynamics, regulatory frameworks, and development practices. For example, Tianshu Wang, our chief executive officer, director, and president, has been involved in the real estate industry since 2014. Prior to founding the Company, he co-founded Pantheon Group Inc., where he served as the chief financial officer from September 2014 to April 2017. In that role, he led numerous land acquisition, land disposition, and financing transactions, bringing expertise across both operational and strategic aspects of real estate development, including deal structuring, market analysis, and stakeholder engagement. Xiaoyin Li, our chief financial officer, has been involved in the real estate industry since 2013. From February 2019 to January 2024, she worked at Baystreet Group Inc., a real estate sales and investment company, where she assisted clients with property transactions, deal negotiations, and market analysis. In addition, Chaoyu Wang, our vice president, is a licensed professional with certifications in both new home warranty administration and property management. He holds the designation required to manage new home construction in Ontario, Canada, issued by Tarion, a not-for-profit consumer protection organization established by the Ontario government to administer the province’s new home warranty program, which allows him to ensure compliance with provincial warranty obligations and construction quality standards. He is also a licensed property manager, authorized to oversee residential property operations in accordance with regulatory requirements and tenant obligations. His dual qualifications in construction and property management provide him with a comprehensive understanding of both project execution and post-completion asset management. Over the course of his career, he has directly supervised the construction of multiple single-family and multi-family homes, coordinating contractors, managing site logistics, and ensuring timely project delivery.

Comprehensive and Customized Real Estate Development Solutions:    We offer comprehensive and customized solutions that cover many aspects of real estate development, including architectural design, budget control, legal compliance, and zoning coordination. By closely considering each client’s specific needs, such as the intended use of the property, financial capacity, and aesthetic preferences, we deliver development strategies that are both practical and personalized. Our ability to integrate these elements into cohesive project plans enables our clients to achieve functional, compliant, and visually appealing real estate assets.

Multidisciplinary and Experienced Team:    We are supported by a seasoned team of professionals with diverse backgrounds in architecture, engineering, finance, law, and project management. This multidisciplinary expertise allows us to approach real estate development from multiple dimensions, ensuring that each project is designed with aesthetic integrity, financial feasibility, legal compliance, and operational efficiency in mind. In addition, approximately 33% of team members have 10 years of industry experience and our team has successfully completed 23 projects since our inception. The integration of technical knowledge and practical experience enables us to respond effectively to complex development challenges and deliver high-quality results for our clients.

Challenges

Set forth below are the challenges we face in our business operations:

Client Concentration:    Our business to some extent depends on a few major customers. For the six months ended September 30, 2025, two clients, Eva Capital Investment Inc. and North America Real Estate Group Corp, accounted for 19% and 12% of our total revenue, respectively. For the fiscal year ended March 31, 2025, four clients, 2519558 Ontario Inc., 2484508 Ontario Ltd., Eva Capital Investment Inc., and 3471 Sheppard Developments Inc., accounted for 35%, 13%, 12%, and 11% of our total revenue, respectively. For the fiscal year ended March 31, 2024, one client, 3471 Sheppard Developments Inc., accounted for 99% of our total revenue. Dependence on these customers will expose us to the risks of substantial losses. If we fail to maintain relationships with these clients, and if we are unable to find replacement clients on commercially desirable terms or in a timely manner or at all, our business, our financial condition, and results of operations may be materially and adversely affected.

Dependence on Third-party Service Providers:    To offer our clients a diversified selection of services, we must maintain healthy relationships with a variety of third parties. If such third parties increase the prices of their services, fail to provide their services effectively, or discontinue their relationships with us, we could suffer service interruptions and increased costs, which may have a material adverse effect on our business, financial condition, and results of operations.

Uncertainty in Securing Development Permits and Licenses:    One of the challenges we face in managing development projects is the potential impact of evolving government policies on the approval process. Securing the necessary governmental approvals, permits, and licenses, particularly those related to zoning, architectural, mechanical, and structural compliance, is subject to regulatory frameworks that may change over time. New or revised policies can lead to prolonged review timelines, higher application cost, increased documentation requirements, or additional procedural steps, which present an ongoing risk to our project timelines and cost estimates, and may also affect project feasibility and influencing our clients’ willingness to proceed with proposed developments.

Reliance on Key Management and Personnel:    Our success depends in large part upon our ability to retain, attract, and motivate highly skilled management. The loss of and failure to replace key technical management and personnel could adversely affect multiple development efforts. Due to the intense competition for qualified employees, we may be required to, and have had to, increase the level of compensation paid to existing and new employees, which could materially increase our operating expenses.

Growth Strategies

We intend to develop our business and strengthen brand loyalty by implementing the following strategies:

Development of Artificial Intelligence Technology to Enhance Client Services and Operations:    We plan to develop an AI model to enhance the accuracy, efficiency, and scalability of our real estate consulting services, market analysis, and internal business operations. By integrating zoning regulations, geographic and environmental data, and predictive analytics, our AI system is expected to enable us to deliver data-driven insights to clients while streamlining internal workflows. We intend to expand the application of this technology to support personalized client services, identify emerging market opportunities, and optimize operational efficiency, thereby strengthening our competitive position and supporting our long-term growth.

Strategic Acquisitions to Strengthen Operational Capabilities:    We plan to acquire architectural firms, construction teams, and real estate consulting groups to enhance our operational capabilities and reinforce our market presence. By integrating the expertise, processes, and technologies of established industry players, we aim to improve efficiency, strengthen cost controls, and mitigate operational risks. These strategic acquisitions are expected to allow us to deliver higher-quality real estate projects with greater consistency and profitability. In addition, expanding our internal resources through targeted acquisitions will enable us to broaden our service offerings, improve project execution, and provide more comprehensive, end-to-end real estate solutions to our clients.

Expansion into Distressed Asset Acquisition and Affordable Housing Development:    As part of our growth strategy, we plan to expand into the acquisition and development of distressed real estate assets, including bank-seized and foreclosed properties, underutilized development projects, and government-incentivized rental housing. We intend to seek out bank-repossessed and foreclosed properties and utilize our proprietary AI model to identify high-potential assets available at discounted prices. These properties are expected to be held, developed, or resold to generate

long-term returns. In parallel, we plan to acquire underdeveloped or stalled projects — whether at the initial planning stage or mid-construction — where we can serve as a buyer or financial partner. Additionally, we intend to pursue partnerships with government programs that promote affordable and rental housing in response to increasing demand in the Toronto market. By applying strategic oversight, efficient execution, and data-driven insights, we aim to unlock value in these assets and further strengthen our market position in the Greater Toronto Area.

Revenue Model

We derive our revenue from the following sources: (i) real estate development management services; and (ii) real estate consulting services.

For the fiscal years ended March 31, 2025 and 2024, the revenue derived from real estate development management services was CAD1,226,230 (US$852,793) and CAD182,500, accounting for 72% and 100% of our total revenue, respectively. For the six months ended September 30, 2025, the revenue derived from real estate development management services was CAD324,000 (US$232,642), accounting for 31% of our total revenue.

For the fiscal years ended March 31, 2025 and 2024, the revenue derived from real estate consulting services was CAD483,579 (US$336,309) and nil, accounting for 28% and nil of our total revenue, respectively. For the six months ended September 30, 2025, the revenue derived from real estate consulting services was CAD715,000 (US$513,392), accounting for 69% of our total revenue.

Business Model

We are primarily engaged in real estate development management and real estate consulting services.

Real Estate Development Management

Our real estate development management services encompass the entire project lifecycle for the development and renovation of residential and commercial properties, including pre-development, development, and post-development phases. We provide customized solutions for timeline and project management, design coordination, budget control, legal compliance, and coordination with city services and zoning requirements.

Pre-development

In the pre-development phase, our development management services include:

(1)    providing expert guidance through market analysis, feasibility studies, investment planning, and risk assessment to ensure alignment with industry trends and profitability goals;

(2)    developing comprehensive project timelines and budgets, ensuring realistic scheduling, cost control, and alignment with the project’s financial and operational objectives;

(3)    conducting detailed site planning to evaluate land use, access, infrastructure, and environmental considerations, ensuring optimal site layout and regulatory compliance;

(4)    collaborating with urban planners and engineers to create customized architectural solutions that balance aesthetics, functionality, and zoning compliance for commercial, residential, and mixed-use properties developments;

(5)    managing the process of securing all necessary governmental approvals, permits, and licenses for development projects, including those related to zoning, architectural, mechanical, and structural requirements;

(6)    managing the tendering process and assisting with the selection of qualified contractors and suppliers to ensure competitive pricing, capability, and alignment with project requirements;

(7)    procuring general liability and builder’s risk insurance to ensure appropriate coverage throughout the course of the project; and

(8)    assisting clients in securing financing for the project, including identifying suitable funding sources, preparing required documentation, and coordinating with lenders or financial institutions.

Development

In the development phase, our services include:

(1)    scheduling, coordinating, and overseeing contractors across all major trades, including electrical, mechanical, and structural work;

(2)    supervising the project site to ensure construction activities are carried out in accordance with design specifications, engineering standards, and regulatory requirements, while maintaining strict quality control;

(3)    monitoring on-site progress to ensure the project is completed safely, on time, and to the required standard, while proactively addressing any technical or construction-related challenges; and

(4)    maintaining open and consistent communication with the client through regular progress updates and detailed reporting.

Post-development

In the post-development phase, our services include:

(1)    coordinating with municipal authorities to ensure compliance with all required city inspections and regulations; and

(2)    overseeing marketing and sales efforts to promote the property and facilitate successful transactions.

For the six months ended September 30, 2025 and for the fiscal years ended March 31, 2025 and 2024, we completed six, 15, and one development management projects, respectively.

Real Estate Consulting Services

In addition to real estate development management, we also offer real estate consulting services, including feasibility study, purchase and sale advisory, and investment consultation.

Feasibility Study

As part of our consulting services, we conduct a feasibility study on the developmental potential of the property and engage the necessary professionals to prepare concept plans and supporting studies. The consultation may cover rezoning, renovation, and development proposals, depending on the project’s specific objectives and site characteristics.

The scope of our feasibility study includes:

(1)    reviewing the current development plan, zoning regulations, and relevant provincial land use policies;

(2)    assessing the potential for rezoning or identifying required variances for development/renovation;

(3)    engaging an architect and urban planner to develop concept plans and supporting studies for the proposed development/renovation; and

(4)    preparing preliminary development options to evaluate the highest and best use of the property.

We also coordinate and liaise with key stakeholders, including:

(1)    the municipal planning department to obtain initial feedback on the development/renovation potential;

(2)    the local councilor for insights and preliminary discussions on rezoning and planning approvals; and

(3)    mortgage brokerages to explore potential financing opportunities.

Purchase and Sale Advisory

Our real estate purchase and sale advisory services are designed to support clients through the full transaction cycle, from due diligence to legal documentation. Our services cover a comprehensive due diligence review of all relevant drawings, reports, and application documents such as architectural plans, civil and utilities plans, energy efficiency reports, sun/shadow and wind studies, tree preservation plans, and transportation impact studies. We also conduct a detailed project pro forma to assess the financial viability of the proposed development and engage a construction cost expert to provide a construction cost estimate. In addition, we assist clients in engaging a qualified real estate lawyer to verify the property title and prepare a draft agreement of purchase and sale.

Investment Consultation

Our real estate investment consulting services include conducting a comprehensive analysis of current market conditions and performing risk management assessments related to potential investments. We assist in identifying, evaluating, and recommending potential and suitable investment vehicles, and developing exit strategies tailored to proposed investments. We also determine appropriate fund allocation strategies and provide periodic reports and investment recommendations throughout the service period.

For the six months ended September 30, 2025 and for the fiscal years ended March 31, 2025 and 2024, we completed 19 and nil consultation projects, respectively.

Our Team

Our ability to deliver comprehensive and tailored services is driven by a dedicated and multi-disciplinary team, organized into specialized units to ensure expertise and efficiency across all phases of client engagement and project execution. Our team is composed of the following core groups:

Business and Client Relations Team

This team serves as the primary point of contact for our clients, focusing on understanding their needs and fostering long-term relationships. They maintain and expand client engagement by delivering customized solutions tailored to various property types. They also conduct in-depth market research and analysis to provide investment insights and strategies. In addition, the team actively identifies new business opportunities and works to establish and cultivate long-term strategic partnerships that support sustained growth. As of December 31, 2025, there are two members in our business and client relations team.

Project Management and Development Team

This team is responsible for the operational execution of our projects, ensuring quality, timeliness, and alignment with client expectations. They manage project timelines and budgets, coordinate with all stakeholders, implement quality control measures, and resolve challenges to keep developments on schedule and within scope. On-site, they ensure construction activities comply with safety standards, zoning regulations, and municipal building codes, while overseeing contractors and enforcing quality assurance protocols. They also develop customized architectural solutions that balance aesthetics, functionality, and regulatory requirements, working closely with urban planners and engineers on a wide range of commercial, residential, and mixed-use developments. In addition, the team provides strategic guidance on project planning, conducting market analysis, feasibility studies, investment planning, and risk assessments to ensure alignment with industry trends and long-term profitability. As of December 31, 2025, there are three members in our project management and development team.

Legal and Urban Planning Team

This team ensures that all our activities remain compliant with applicable laws and regulations, effectively navigating the complex legal and regulatory landscape of real estate development. They provide legal counsel to support full compliance in real estate transactions and development processes. Additionally, they manage critical components such as zoning applications, permit acquisition, and detailed feasibility assessments to ensure project viability and alignment with municipal planning requirements. As of December 31, 2025, there are two members in our legal and urban planning team.

Clients

Our clients are primarily real estate owners. For the six months ended September 30, 2025 and for the fiscal years ended March 31, 2025 and 2024, we had 21, 23, and two clients, respectively.

Two clients, Eva Capital Investment Inc. and North America Real Estate Group Corp, accounted for 19% and 12% of our total revenue for the six months ended September 30, 2025, respectively. Four clients, 2519558 Ontario Inc., 2484508 Ontario Ltd., Eva Capital Investment Inc., and 3471 Sheppard Developments Inc., accounted for 35%, 13%, 12%, and 11% of our total revenue for the fiscal year ended March 31, 2025, respectively. One client, 3471 Sheppard Developments Inc., accounted for 99% of our total revenue for the fiscal year ended March 31, 2024.

We enter into service agreements with our clients. Although each service agreement is unique, typical material terms include the following terms:

•        Scope of Services:    a general description of the services to be rendered;

•        Term of Agreement:    the duration of the engagement, which could be project-based, a fixed term, or ongoing until terminated according to specific provisions;

•        Compensation and Payment:    details of the fee structure (most of our service agreements are fix-priced contracts), the schedule for payments, and provisions for the reimbursement of pre-approved out-of-pocket expenses;

•        Client Responsibilities:    outline of the client’s obligations, which typically include providing necessary information, site access, and cooperation to facilitate the services;

•        Confidentiality:    mutual obligations to protect sensitive or proprietary information shared between the parties during the engagement; and

•        Termination:    conditions and procedures under which either party can end the agreement, along with the consequences of termination, such as final payments for services rendered up to that point.

Third-party Service Providers

We work with third parties to provide services to our clients. Third-party service providers we regularly work with include construction companies, architects, engineers, and real estate lawyers. We do not enter into engagement arrangements with these third-party service providers. Rather, we may introduce or recommend such service providers to our clients based on the specific needs of their projects. Following our referral, our clients independently assess, select, and contract with these service providers. During the six months ended September 30, 2025, and the fiscal years ended March 31, 2025 and 2024, we worked with 83 and 13 third-party service providers on 19, eight, and one projects, respectively.

To ensure that we only work with qualified third-party service providers, we formed a standard process to evaluate these service providers and control the quality of their services, which include the following steps:

Selection.    We select the third-party service providers based on quality of services, prices, delivery time, and ability to fulfill contracts.

Inspection.    After a third-party service provider begins working with us on a project, we regularly inspect its performance during different stages of the project according to detailed specifications and timeline for services in our agreement with the service provider.

Review.    We review the performance of each third-party service provider after a project, and rate them according to quality of services, timeliness, and prices. Depending on the performance of a service provider, we will increase, decrease, or even terminate our cooperation with it.

We typically do not enter into long-term supply contracts with these third-party service providers, but only enter into an agreement for specific projects after we are engaged by our clients. Our agreements with third-party service providers specify scope of services, price of each service, delivery time, and payment date, among other things.

Quality Management

We primarily ensure our service quality through a combination of on-site supervision and a software-based management system.

Our project management team conducts regular on-site supervision to ensure that all construction activities comply with applicable safety standards, zoning regulations, and municipal building codes. This includes monitoring contractor performance, verifying adherence to approved plans and specifications, identifying and addressing potential compliance issues in a timely manner, and coordinating with local authorities as needed to maintain regulatory alignment throughout the development process.

Our software-based management system, currently under active development and being piloted across several internal teams as part of a phased rollout, enables real-time monitoring of project timelines, budgets, and quality control metrics, allowing for proactive oversight and early detection of potential delays or cost overruns. By offering visibility into each phase of the development process, it helps ensure that projects remain on schedule, stay within budget, and meet the quality standards and expectations set by our clients. See “Business — Research and Development — Internal Software System.”

Licenses and Permissions

Our current business, which is mainly focused on real estate development management and consulting does not require any particular licenses and permissions under the laws of Ontario and Canada. However, the legislation of Ontario and Canada may change in the future, which may result in new licenses and permissions being required for our current operations. If we expand our business, we may also be required to obtain licenses and permissions for the new business.

If we are required to obtain any licenses and permissions under applicable laws and regulations in Ontario and Canada, our certificates, licenses or permits may fail to be obtained, renewed, or revoked under some circumstances. For example, if we become a real estate builder in Ontario, we may be required to hold and maintain a valid builder and/or vendor license issued by the Home Construction Regulatory Authority under the New Home Construction Licensing Act, 2017. We may also be required under the Ontario New Home Warranties Plan Act to enroll homes in the statutory warranty program. Without this registration, we cannot close sales of new homes and may face enforcement action.

We must also obtain and comply with provincial and municipal planning and building approvals before starting construction, including zoning by-law amendments, site plan and subdivision approvals, and building and demolition permits, for any such new business activities. Failure to obtain or maintain these approvals can result in stop-work orders and project delays. Any such disruption in business operations could materially and adversely affect our business, financial condition, and results of operations, which could adversely affect our financial condition and results of operations. We cannot assure you that we will be able to successfully maintain or timely complete any required updates or renewals of these licenses and permits on a timely basis.

Subject to future site selection strategies, we may need to acquire certain special approvals from various ministries, such as Ministry of Transportation of Ontario for developments near provincial highways. See “Risk Factors — Risks Related to Our Business and Industry — Our failure to obtain, maintain or renew licenses, approvals, permits, registrations, or filings necessary to conduct our operations could have a material adverse impact on our business, financial condition, and results of operations.”

Other than the aforementioned general registration compliance and development activities, engaging in real estate development management and consulting activities does not require us to obtain specific operating licenses or permits under current Canadian and Ontario law.

Research and Development

Internal Software System

We are developing a proprietary internal software system designed to address core operational challenges related to project scheduling, financial modeling, and real-time workflow management.

The software, currently in active development, is being piloted across several internal teams as part of a phased rollout. It serves to consolidate project-related information into a single, consistently structured system, enabling consistent, data-driven analysis across our planning, development, and construction functions. The system also improves internal task coordination by integrating scheduling, document tracking, and departmental handoffs within a unified platform. It also facilitates the efficient generation of customized pro forma models tailored to each project’s financial structure, allowing for faster and more accurate investment evaluations.

Additionally, the software is enabled to produce customizable reports for our clients, providing transparent, real-time visibility into project progress, budget status, and forecasted returns. This functionality is expected to enhance the value of our services by presenting complex project data in an accessible and user-friendly format for our clients.

As of the date of this prospectus, we have invested CAD5,000 (US$3,477) in the development of this internal software system. We expect to complete its development and fully deploy it by March 2026, and we plan to apply for copyright protection upon its completion.

AI Model for Real Estate Consultation, Market Analysis, and Business Management

We are developing a proprietary AI model designed to enhance the accuracy, efficiency, and scalability of our real estate consulting services, market analysis, and business operations. The model is being developed through a combination of in-house development and third-party outsourcing. In-house development is expected to encompass market data analysis, project report generation, and planning application optimization, while customer service functions are expected to be built internally utilizing open-source software and technologies. Specialized components, including land value assessment and property fine management, are planned to be outsourced to third-party providers.

As of the date of this prospectus, we have spent CAD5,000 (US$3,477) on the development of the AI model, and we are currently (1) researching functionalities related to report generation and customer service communication; (2) organizing internal and third-party data for integration; and (3) recruiting talent with expertise in AI. We expect to complete the development of the AI model and fully deploy it by the first quarter of 2026. The AI model is expected to consist of the following key components:

Data Collection and Integration

The AI model is expected to aggregate and harmonize multiple layers of data critical to real estate development and analysis:

•        zoning by-laws, land use regulations, and municipal policies from local, regional, and provincial authorities;

•        geographic data, including property size, land use classification, and infrastructure connectivity; and

•        community environment data, such as demographic trends, economic indicators, and public amenities.

Market Trend Analysis

The AI model is anticipated to continuously monitor and interpret market data to support informed and forward-looking decision-making. Through advanced analytics and historical tracking, it is set to:

•        collect and analyze historical real estate transaction data across Toronto, including monthly and annual sales figures;

•        evaluate pricing trends, demand-supply dynamics, and investment behavior patterns; and

•        apply predictive analytics to forecast market fluctuations and identify emerging investment opportunities.

Business Management and Optimization

The AI model is also planned for supporting internal operations by improving efficiency, decision-making, and client service, including:

•        managing schedules, deadlines, and client follow-ups to streamline workflow and enhance productivity;

•        optimizing investment timing based on market trends and financial cycles;

•        responding to client inquiries on zoning regulations, market trends, and property valuations, and providing personalized property or investment recommendations based on client preferences and investment goals through an AI-powered virtual assistant; and

•        identifying operational inefficiencies, providing cost-effective strategies, improving resource allocation, and supporting budgeting and workload distribution.

Sales and Marketing

Our current sales strategy is anchored in three primary channels, which have formed the foundation of our business development and client acquisition efforts.

The first channel is our long-standing partnerships with local real estate broker networks. These brokers are deeply embedded within the communities we serve and consistently provide us with access to qualified leads, off-market listings, and early-stage project opportunities. By combining their localized market insight with our development expertise, we are able to source deals more strategically and in alignment with our business objectives. As of the date of this prospectus, we have neither entered into any agreements with these real estate brokers for referring clients to us or providing market information and opportunities, nor have we paid any compensation to them for such referrals or related services. Despite the absence of formal arrangements, these brokers continue to refer clients and provide relevant information based on our strong reputation and the comprehensive nature of our services.

The second channel is our strong relationship with a network of real estate investors and developers. These relationships have been fostered through consistent communication, successful past collaborations, and a shared alignment in project vision and timelines.

The third channel is our referral-based client acquisition system. Our reputation for professionalism, reliability, and successful execution has earned us frequent referrals from satisfied clients, legal and financial advisors, and other industry participants. This word-of-mouth growth strategy has been effective in generating a consistent deal flow, reducing client acquisition costs, and enhancing long-term client retention.

For the fiscal year ended March 31, 2025, our revenue attributable to long standing partnerships with local real estate brokers, real estate investors and developers, and referral-based client acquisition amounted to approximately CAD372,000 (US$259,000), CAD719,000 (US$500,000) and CAD619,000 (US$430,000), respectively. For the fiscal year ended March 31, 2024, our revenue attributable to these partnerships and client acquisition channels amounted to CAD2,500, CAD180,000, and nil, respectively. For the six months ended September 30, 2025, our revenue attributable to long standing partnerships with local real estate brokers, real estate investors and developers, and referral-based client acquisition amounted to approximately CAD370,000 (US$265,672), CAD420,000 (US$301,572), and CAD249,000 (US$178,790), respectively.

To support our continued expansion, we have outlined a comprehensive sales and marketing growth plan, focused on four areas:

Strengthening Referral Networks and Systemizing Client Management

We plan to continue to deepen our referral-based sales model by expanding partnerships with local real estate professionals, legal and financial advisors, and community stakeholders. In parallel, we intend to implement a customer relationship management system to organize and optimize our growing base of internal and external contacts. This system is expected to allow us to track lead sources, monitor client interactions, and develop more personalized follow-up strategies, improving both lead conversion and customer retention. Our aim is to move from informal network reliance to a structured, scalable, and data-informed relationship management approach.

Building a Professional Sales and Marketing Team

We are in the process of building a dedicated sales and marketing team to support more sophisticated and scalable outreach efforts. The team is expected to include business development professionals, marketing specialists, and client service managers with real estate experience, and is anticipated to focus on driving pipeline growth, managing key accounts, and delivering consistent brand messaging across all client touchpoints.

Expanding Digital Marketing and Online Visibility

We plan to increase our digital marketing presence by investing in targeted advertising across platforms such as Google, Facebook, Instagram, and LinkedIn. These campaigns are anticipated to focus on attracting real estate investors, development partners, and institutional buyers by highlighting our projects, market expertise, and investment capabilities. In addition to advertising, we intend to develop a content marketing strategy centered around educational and insight-driven materials, such as market analysis, investment trends, and project overviews. We also plan to implement digital tracking tools to monitor campaign performance, identify audience segments, and continually refine our strategy based on real-time data.

Long-Term Brand Positioning and Industry Presence

Beyond direct sales efforts, we are committed to building long-term brand recognition within Ontario’s real estate community. This may include participation in industry forums, real estate associations, investor seminars, and public speaking opportunities.

Competition

We face competition from large international firms dominating major institutional projects, mid-sized local competitors, and specialized boutique firms serving niche markets.

At the institutional level, large international firms such as CBRE Group, Inc., Jones Lang LaSalle Incorporated, and Colliers International Group Inc. continue to dominate major contracts, particularly those involving large-scale commercial developments or public-private partnership projects. These firms often have deeper institutional relationships and global infrastructure, which give them an edge in securing contracts with pension funds, real estate investment trusts, and other large-scale investors. While we compete in this space selectively, we recognize that such firms have advantages in branding and international reach.

Conversely, our competitive strength lies in mid-sized private developments, individual investors, and growing corporate clients. In these market segments, we have established a strong foothold by offering greater cost efficiency, lower overhead, and more personalized and client-focused service. Our ability to provide high-quality consulting, development, and management solutions, combined with deep local market knowledge and strong regional relationships, gives us an advantage when serving clients who value responsiveness, flexibility, and transparency.

Additionally, in certain niche markets such as custom home construction, land severance, and infill development projects, we do face competition from small, boutique firms. These firms often specialize in a narrow scope of work and may offer highly tailored services in specific areas. Rather than competing directly on specialization, we plan to identify and acquire select boutique firms that complement our existing capabilities. This acquisition approach not only helps us fill gaps in our service portfolio but also strengthens our presence in highly localized markets.

Although there can be no assurance that we will be able to continue to compete successfully in the future, we believe that we can compete successfully with these companies by leveraging our integrated service model, strong local networks, and prospective acquisitions, we aim to consolidate market share across both ends of the real estate service spectrum.

Seasonality

Our real estate development management and real estate consulting services are not subject to seasonality.

REGULATION

As a real estate development company operating in Ontario, Canada, we are subject to Canadian municipal, provincial, and federal laws, regulations, and policies governing land acquisition, zoning, planning, environmental compliance, construction, and occupancy.

General Corporate Compliance

As a corporate entity incorporated in Ontario under the Business Corporations Act (Ontario), we are regulated by the Ministry of Public and Business Service Delivery. We are subject to ongoing compliance obligations, including requirements to maintain proper corporate records, file annual returns, hold shareholder and director meetings, and adhere to statutory duties of directors and officers. Non-compliance with Canadian corporate law requirements could result in regulatory action, civil liability, or reputational harm.

Pre-construction: Land Acquisition, Zoning, Planning, and Environmental Compliance

In Canada, federal and provincial laws would limit land acquisition and the locations of urban land development, subject to applicable federal, cultural, and environmental regulations, as follows:

•        Federal Real Property Act imposes limitations on dealing with properties that may have federal connections.

•        Canadian Environmental Protection Act and related provincial legislation, including the Clean Water Act, Ontario Water Resources Act, Endangered Species Act, and Environmental Noise Guideline, require developers to assess and mitigate environmental risks.

•        Ontario Heritage Act authorizes municipal councils to designate properties or districts as having cultural heritage value or interest, which may restrict or prohibit demolition, alteration, or development without specific heritage approvals.

•        The provincial Greenbelt Act, 2005 and its associated Greenbelt Plan establish permanent protection for over 2 million acres of environmentally sensitive and agricultural land across southern Ontario subject to strict land use policies that significantly limit urban development, subdivision, or site alteration.

Prior to any construction, building permits must be obtained in accordance with the Ontario Building Code through engaging qualified professionals, conducting inspections, and satisfying technical and safety requirements. Failure to comply with the Ontario Building Code can lead to a stop work order under section 14 and fines under section 36.

In addition, the provincial Planning Act delegates authority to municipalities to control land use through official plans, zoning by-laws, subdivision approvals, site plan control, and development charges.

•        Toronto’s zoning framework is complex due to the amalgamation of multiple municipalities. The current harmonized By-law 569-2013 is the primary zoning bylaw for the City of Toronto area.

•        For York Region, York Zoning By-law 1-83 lists general requirements.

Compliance with municipal zoning regulations is a precondition for obtaining building permits and commencing construction.

We may also be subject to development charges and community benefits charges under the Development Charges Act, 1997 levied by municipalities to fund infrastructure and services needed to accommodate the increase in population or economic activity in the development areas.

Construction Compliance and Liens

Our construction activities are subject to a range of provincial statutory and regulatory requirements that govern who may perform construction work, how construction must be conducted, and the procedures for inspection, acceptance, and payment. In Ontario, the Building Code Act, 1992 establishes the legal framework of construction standards during all stages of construction under section 15 that extends duty of compliance to post-construction maintenance and building evaluation under section 15.10.

Further, pursuant to the Building Code Act, the detailed technical requirements set out in the Ontario Building Code mandate inspections by municipal building officials — specifically those in Toronto and York Region in our case. Failure to obtain the necessary approvals and occupancy permits constitutes an offence under section 19 of the Building Code Act and may jeopardize the viability of our projects.

We are also subject to additional requirements of municipalities regarding building setbacks, shadow impacts, grading and drainage, tree protection, accessibility features, and green development standards. Non-compliance can delay issuance of building permits, final occupancy, or subdivision assumption, resulting in enforcement actions or financial penalties.

Payment practices are governed by the prompt payment and adjudication regime under the Construction Act (Ontario), which imposes strict timelines for invoicing, payment, and dispute resolution. Contractors, subcontractors, and suppliers are entitled to register construction liens against title to a property for unpaid services or materials. The registration of a lien may delay project financing, impede property disposition, or result in litigation. We are required to comply with strict holdback and payment timelines, and failure to do so may expose us to liability.

Prospective Real Estate Policy Developments

On April 28, 2025, Canada held a federal election that resulted in a minority government led by the Liberal Party under the leadership of Mark Carney, who will continue to serve as Prime Minister. During the election campaign, each political party released its own platform outlining its policy priorities and proposed initiatives. This section summarizes key elements of the Liberal Party’s platform as they pertain to the real estate industry.

Please note that campaign promises are not guaranteed to be implemented. As the Liberal Party leads a minority government, it will require the support of at least one other party to pass legislation. Accordingly, other parties may influence, amend, or block the Liberal Party’s proposals through the legislative process.

The Liberal Party has suggested establishing a new federal agency called Build Canada Homes (“BCH”). This entity would function as a developer to build affordable housing at scale and create sustained demand by issuing bulk orders of units from manufacturers. This proposed entity would bring uncertainty to the markets of building materials and housing. The Liberal Party also promises under BCH to provide CAD25 billion in debt financing and CAD1 billion in equity financing to innovative Canadian prefabricated home builders, including those using Canadian technologies and resources like mass timber and softwood lumber. In order to acquire that federal funding, we may be required to align with federal design, density, and environmental standards.

Employment

Throughout the construction process, various provincial employment-related statutes and regulations would be in place. In Ontario, the Employment Standards Act, 2000 sets out minimum standards for wages, hours of work, rest periods, overtime pay, vacation, leaves of absence, and termination and severance entitlements. In addition, we must comply with the Occupational Health and Safety Act, which imposes duties to maintain safe work environments, conduct risk assessments, train workers on safety procedures, and report workplace injuries.

Employers in the construction sector are also subject to registration, assessment, and reporting obligations under the Workplace Safety and Insurance Act, 1997, including the obligation to pay premiums to the Workplace Safety and Insurance Board. Failure to comply with employment laws can lead to inspections, orders, penalties, and prosecutions by the Ministry of Labour, Immigration, Training and Skills Development.

Sale and Mortgages

We are subject to extensive Canadian provincial regulations in connection with the marketing, sale, and financing of residential and commercial units. In Ontario, the sale of new residential condominium units is governed by the Condominium Act, 1998 and the New Home Construction Licensing Act, 2017.

We are required to be licensed as a builder and vendor with the Home Construction Regulatory Authority in Canada and must comply with consumer protection obligations, including mandatory disclosure statements, statutory cooling-off periods, and restrictions on deposit handling. All new homes are subject to mandatory warranty coverage administered by Tarion under the Ontario New Home Warranties Plan Act.

If the purchasers apply for mortgages as their financing option, we are subject to the provincial Mortgages Act (Ontario). The act prescribes notice periods, redemption rights, and enforcement mechanisms (such as power of sale), all of which may affect cash flow, project timelines, and legal risk. The provincial Mortgage Brokerages, Lenders and Administrators Act, 2006 would also require us to be licensed with the Financial Services Regulatory Authority of Ontario, unless an exemption applies.

Pursuant to the Prohibition on the Purchase of Residential Property by Non-Canadians Act, which came into force on January 1, 2023, non-Canadians are prohibited from purchasing residential properties in certain metropolitan areas across Canada, including the Greater Toronto Area, for a specified period. The act defines “non-Canadians” broadly to include foreign individuals, corporations, and entities controlled by non-Canadians, subject to certain exemptions. Violations may result in the forced sale of the property and monetary penalties. This restriction has reduced the pool of potential buyers for residential units in our developments and had a chilling effect on market demand, sales velocity, and pricing strategies. We are required to ensure compliance with this legislation when entering into purchase agreements and may be obligated to undertake due diligence to confirm the eligibility of purchasers.

Compliance with these statutes is essential to our ability to sell units, offer financing options, and meet consumer protection standards.

Taxation

As a real estate developer, we are subject to complex and evolving Canadian federal and provincial taxation laws. Generally, in the corporate level, the Canadian federal Income Tax Act, administered by the Canada Revenue Agency, governs the taxation of our corporate income, capital gains, and the deductibility of financing and development expenses (currently 15%). On top of this, Ontario imposes a provincial corporate income tax (currently 11.5%) under the Corporations Tax Act (Ontario).

At the start of our development process, our compliance begins with the Land Transfer Tax Act (Ontario), which imposes a tax on the acquisition of land or a beneficial interest in land based on the amount paid. The City of Toronto imposes an additional municipal land transfer tax in parallel. Soon as we hold the lands, the development lands are subject to discounted municipal property tax pursuant to Toronto and York Region by-laws until legal title is transferred to individual unit owners. If there are dispositions of property and development profits, we are subject to capital gains and losses treatment under the federal Income Tax Act.

During the construction phase, for lands classified as vacant or under development, the City of Toronto applies specific tax rates which vary annually and are detailed in the city’s official tax documentation. At the same time, we must deduct and remit Canada pension plan contributions, employment insurance premiums, and personal income tax from employee wages.

Moving on to the sale phase, we are required to charge and remit goods and services tax (5%) on the sale of newly constructed or substantially renovated residential properties unless exemptions apply. We may be eligible to claim input tax credits for goods and services tax paid on inputs to construction, though eligibility may be denied or reassessed by the Canada Revenue Agency in the event of non-compliance or audit findings. Ontario harmonizes goods and services tax with a provincial portion (8%), resulting in 13% harmonized sales tax on new homes.

Furthermore, changes to real estate-specific tax measures, including the introduction of anti-flipping rules, vacant home taxes, speculation taxes, or foreign buyer taxes, can materially affect market demand and pricing. For instance, the Underused Housing Tax Act (Canada), effective on January 1, 2022, imposes an annual 1% tax on the value of vacant or underused residential properties owned by certain non-resident, non-Canadian owners.

In the recent federal election in Canada, the Liberal Party platform included a proposal to reduce or eliminate goods and services tax on the sale of newly built homes to first-time homebuyers. If implemented, this measure may stimulate demand in the residential housing market and enhance affordability, potentially benefiting developers through increased sales volumes. However, the scope, eligibility criteria, and effective date of such goods and services tax relief remain subject to legislative development.

Tariffs

Our operations may be materially affected by federal or international trade policies, including tariffs and import duties on construction materials such as steel, aluminum, lumber, and mechanical systems. Tariffs imposed under the Customs Tariff or pursuant to trade remedy legislation such as the Special Import Measures Act can increase the cost of imported materials, including those sourced from the United States, Europe, or Asia. Especially considering the volatile policies on tariffs and counter tariffs, any sustained increases in the price of construction materials could adversely affect our project budgets, profitability, and timelines.

In the recent federal election in Canada, the Liberal Party proposed amendments to the Special Import Measures Act to streamline and modernize Canada’s trade remedy regime. This may include imposing legislated timelines for safeguard investigations, which could provide more predictability regarding tariffs on imported construction materials. Depending on the final form of these amendments, this could help mitigate material cost volatility currently faced by the construction sector.

Insurance

We do not directly engage in construction and development activities and, as such, are not required to obtain construction-related insurance. Instead, insurance policies such as commercial general liability, builders’ risk, and workers’ compensation insurance are obtained by the project entities responsible for carrying out specific projects. These insurance policies protect against construction-related injuries, property damage, and third-party claims as required under the Occupational Health and Safety Act, municipal building permit requirements, and other applicable regulations. Additionally, our operations are indirectly impacted by insurance obligations imposed on project entities under financing agreements, condominium disclosure requirements (including Tarion warranty coverage), and municipal development approvals.

Force Majeure

In any event of a national emergency authorized by the Constitution Act, 1982, Canadian federal policies on mobility restrictions, quarantine measures, and other increased government regulation imposed on one of our buildings or a market in which we operate could negatively impact our occupancy, and the reputation or attractiveness of that market. Any of these occurrences may have a material adverse effect on the real estate business and the results of our operations.

MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.

____________

*        These individuals will become directors of the Company upon the effectiveness of the registration statement of which this prospectus forms a part.

Biographical Information

Tianshu Wang founded our Company in 2016 and has served as our chief executive officer, president, secretary, and director since its inception. Mr. Wang is also a director of 2484508 Ontario Ltd., 3471 Sheppard Developments Inc., 2687525 Ontario Inc., and 2769846 Ontario Inc., all of which are our Company’s customers. Mr. Wang has been involved in the real estate industry since 2014. Prior to founding the Company, in 2014, Mr. Wang co-founded Pantheon Group Inc., a Toronto-based real estate development company and served as the chief financial officer from September 2014 to April 2017, where he gained extensive experience in complex development projects management and financial operations. Mr. Wang received his bachelor’s degrees in economics from Dongbei University of Finance and Economics in 2008 and from University of Western Ontario in 2010, respectively, and received his master’s degree in business economics from Brock University in 2013. We believe Mr. Wang is well-qualified to serve as our chief executive officer, president, and director due to his experience in corporate management and real estate development management.

Xiaoyin Li has been our chief financial officer since April 2024, our vice president since February 2025, and our director since March 31, 2025. Mr. Li has been involved in the real estate industry since 2013. From February 2019 to January 2024, Mr. Li was a salesman at Baystreet Group Inc., a real estate sales and investment company where he assisted clients with property transactions, deal negotiations, and market analysis. From April 2013 to January 2019, Mr. Li worked as an accountant at Zhuhai Great Finance and Taxation Service Group, where he provided comprehensive financial support to corporate clients, encompassing financial statement preparation, bookkeeping, tax compliance, and audit assistance. Mr. Li received his bachelor’s degree in economics from York University in 2012. We believe Mr. Li is well-qualified to serve as our chief financial officer, vice president, and director due to his expertise in accounting and experience in real estate industry.

Chaoyu Wang has been our vice president since July 2021. Mr. Wang possesses a valid Condominium Management License in Ontario, Canada and has completed Home Construction Regulatory Authority approved courses such as construction technology, customer service & new home licensing and warranty, legal issues in housing, and project management & supervision fundamentals. From March 2020 to August 2020, Mr. Wang served as a management consultant at PricewaterhouseCoopers in Beijing, an accounting firm, where he evaluated the performance of a major bank’s online financing platform, developed standard operating procedures, conducted system audits, and presented strategic recommendations to improve credit assessment and lending practices. From November 2019 to March 2020, Mr. Wang worked in the risk advisory division at Deloitte in Beijing, China, an accounting firm, where he developed a credit risk rating model for a New York-based branch of a major Chinese bank, analyzed commercial lending markets, and assessed lending practices across financial institutions. Mr. Wang received his bachelor’s degree in philosophy and astrophysics from University of Toronto in 2017 and his master’s degree in finance from Queens University in 2020. We believe Mr. Wang is well-qualified to serve as our site supervisor and our vice president due to his expertise in real estate management and construction.

Chen Jin has been our operation manager since April 2017, maintaining overall project workflows and company internal operations, and ensuring cross-functional coordination among planning, finance, legal, and executive teams. Ms. Jin received her bachelor’s degrees in economics from Dongbei University of Finance and Economics in 2008 and from University of Western Ontario in 2010, respectively, and received her master’s degree in business economics from Brock University in 2012. We believe Ms. Jin is well-qualified to serve as our operation manager due to her experience in real estate industry.

Lee Yeung will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. Since January 2024, Ms. Yeung has been the company secretary at Shandong Weigao Group Medical Polymer Company Limited, a company listed on the Stock Exchange of Hong Kong (“SEHK”) (01066). From August 2010 to February 2025, Ms. Yeung served as the company secretary at Great China Holdings (Hong Kong) Limited, a company listed on SEHK (00021) that specializes in property investment and development. From January 2021 to January 2024, Ms. Yeung served as the company secretary at Fantasia Holdings Group Co., Limited that specializes in property investment and development, and Colour Life Services Group Co., Limited, a company listed on SEHK (01778), that specializes in property management. Ms. Yeung was elected as an associate of chartered secretary and chartered governance professional in both Hong Kong and London in 2015. Ms. Yeung received her bachelor’s degree in physics from Hong Kong University of Science and Technology in 2008. We believe Ms. Lee is well-qualified to serve as our independent director due to her experience in property development-related public companies.

Ho Tung Au Yeung will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. Since September 2004, Mr. Au Yeung has been an active entrepreneur, currently serving as the president of InnoVision Holdings Corporation, an apparel and accessories company. He is also the president and co-founder of Nobis Inc., a premium outerwear company, since November 2006, and the founder and president of Fan Ink Ltd., a sports lifestyle company since January 2015. Mr. Au Yeung obtained a bachelor’s degree in commerce and a bachelor’s degree in computer science from the University of Toronto in 1999, and received his master’s degress in economics from the University of Toronto in 2001. We believe Mr. Au Yeung is well-qualified to serve as our independent director due to his extensive leadership experience and entrepreneurial track record.

Han Peng Dong will serve as our independent director starting immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. Mr. Dong has been a seasoned public affairs and government relations professional with nearly two decades of experience in Canadian politics, encompassing both provincial and federal levels. From October 2019 to April 2025, Mr. Dong served as a Member of Parliament in the House of Commons of Canada, representing the federal electoral district of Don Valley North. We believe Mr. Dong is well-qualified to serve as our independent director due to his experience and connections in policy development and community outreach across multiple ministries.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or executive officers have, during the past ten years:

•        Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

•        had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

•        been subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending, or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

•        been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

•        been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty, temporary or permanent cease-and-desist order, removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

•        been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

We are not currently a party to any legal proceedings, the adverse outcome of which, individually or in the aggregate, we believe will have a material adverse effect on our business, financial condition, or operating results.

Board of Directors

Our board of directors will consist of 5 directors upon closing of this offering, three of whom will be “independent” within the meaning of the corporate governance standards of the Nasdaq listing rules and will meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act.

Until changed in accordance with the Business Corporations Act (Ontario), the board shall consist of that number of directors, being a minimum of three (3) and a maximum of ten (10), as determined from time to time by resolution of the board. Our bylaws also provide that not less than 25% of the directors of our Company are required to be resident Canadians. Each director is required to be not less than 18 years of age. No person who is of unsound mind and has been so found by a court in Canada or elsewhere or who has the status of a bankrupt may be a director. At least one director (the audit committee member) shall be financially literate as defined in NI 52-110. If a director acquires the status of a bankrupt or becomes of unsound mind, he or she shall thereupon be removed as a director. A director need not be shareholder. Our board of directors shall hold meetings on at least a quarterly basis.

Subject to the requirement for financial literacy for at least one director referred to hereinabove, there are no membership qualifications for directors. Further, there are no share ownership qualifications for directors unless so fixed by us in a general meeting. There are no other arrangements or understandings pursuant to which our directors are elected or nominated.

A director shall not vote, attend a board meeting, or sign a document on our behalf with respect to any contract or transaction in which he or she is interested, except in the circumstances permitted under section 132(5) of the Business Corporations Act (Ontario). A director who is a party to, or who is a director or an officer of, or has a material interest in any person who is party to, a material contract or transaction or proposed material contract or transaction with us, is required to disclose in writing to us or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest, which disclosure shall be made as required by the Business Corporations Act (Ontario).

Duties of Directors

Under Ontario’s law, our directors owe a duty of loyalty (fiduciary duty) and duty of care to the Company. In particular, our directors must (a) act honestly and in good faith with a view to the best interests of the Company, and (b) exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.

If these duties are breached, a shareholder, former shareholder, director, officer, or other complainant may, with leave of the court, bring a derivative action in the name of the Company to seek damages or other relief according to section 246 of the Business Corporations Act (Ontario). Any complainant may also apply to the court for a wide range of remedies, including monetary compensation and orders directing the Company or its directors to act or refrain from acting under the borad oppression remedy under section 248 of the Business Corporations Act (Ontario).

Directors may be personally liable to the Company for losses arising from a breach but may be indemnified to the extent permitted by the Business Corporations Act (Ontario) and the Company’s bylaws.

Family Relationships

Chen Jin is the spouse of Tianshu Wang, who is our chief executive officer, president, and director. Other than that relationship, there are no familial relationships among any of our directors or officers.

Terms of Directors and Officers

Directors are elected to serve for one year at each annual meeting of shareholders. Officers are appointed by the board of directors. Each director and officer shall hold office until their successor is appointed or until their resignation, removal or death, whichever shall first occur. All of our executive officers are appointed by and serve at the discretion of our board of directors.

Employment Agreements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers. Pursuant to employment agreements, the form of which is filed as Exhibit 10.1 to the registration statement of which this prospectus forms a part, we agree to employ each of our executive officers for a specified time period. An executive officer may terminate his or her employment at any time with a 30-day prior written notice. Each executive officer has agreed to hold, during the employment agreement, in strict confidence and not to use or disclose to any person, corporation, or other entity without written consent, any confidential information.

Pursuant to our bylaws, and subject to the Business Corporations Act (Ontario), we shall indemnify our directors and officers, our former directors and officers, and any person who acts or acted as a director or officer of our subsidiaries for any costs or expense relating to any civil, criminal, administrative, investigative, or other action or proceedings by any stockholders or third-parties to which he/she/they are made a party in connection with their duties as an officer or director if the conduct was in good faith in our best interests, and, in the event that it is a criminal or administrative action resulting in a monetary penalty, the individual had reasonable grounds for believing that his/her/their conduct was lawful.

We will also enter into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

Compensation of Directors and Executive Officers

The directors may receive such remuneration as our board of directors may determine from time to time. Each director is entitled to be repaid or prepaid for all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending meetings of our board of directors or committees of our board of directors or shareholder meetings or otherwise in connection with the discharge of his or her duties as a director. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and executive officers. Our total salaries and other compensation paid to directors and executive officers were CAD50,000, CAD119,667 and CAD89,821 (US$64,494) for the fiscal years ended March 31, 2024 and 2025 and the six months ended September 30, 2025, respectively.

As of the date of this prospectus, we have not developed, designed, and/or implemented any equity compensation plans or non-equity incentive plan compensation for our directors or officers. The compensation committee will assist in the directors in reviewing and approving such compensation structures for its directors and executive officers in the future.

The following tables sets forth all direct and indirect compensation for, or in connection with, services provided to us for the fiscal year ended March 31, 2025, in respect of our directors and executive officers.

Insider Participation Concerning Executive Compensation

Our President and director, Mr. Tianshu Wang has been making all determinations regarding executive officer compensation from the inception of our Company. When our compensation committee is set up, it will be making all determination regarding executive officer compensation (please see below).

Committees of the Board of Directors

We will establish three committees under the board of directors prior to the closing of this offering: an audit committee, a compensation committee, and a nominating and corporate governance committee. The appointment to the committees will be effective immediately upon the effective date of the registration statement of which this prospectus forms a part. We will adopt a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee

Our audit committee will consist of Lee Yeung, Ho Tung Au Yeung, and Han Peng Dong. Lee Yeung will be the chairperson of our audit committee. We have determined that Lee Yeung, Ho Tung Au Yeung, and Han Peng Dong will satisfy the “independence” requirements of the Nasdaq listing rules under and Rule 10A-3 under the Exchange Act. Our board also has determined that Lee Yeung qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq listing rules. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our Company. The audit committee will be responsible for, among other things:

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

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

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

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

•        reviewing and approving all proposed related party transactions;

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

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

Compensation Committee

Our compensation committee will consist of Lee Yeung, Ho Tung Au Yeung, and Han Peng Dong. Han Peng Dong will be the chairperson of our compensation committee. We have determined that Lee Yeung, Ho Tung Au Yeung, and Han Peng Dong will satisfy the “independence” requirements of the Nasdaq listing rules and Rule 10C-1 under the Exchange Act. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

•        reviewing and approving the total compensation package for our most senior executive officers;

•        approving and overseeing the total compensation package for our executives other than the most senior executive officers;

•        reviewing and recommending to the board with respect to the compensation of our directors;

•        reviewing periodically and approving any long-term incentive compensation or equity plans;

•        selecting compensation consultants, legal counsel, or other advisors after taking into consideration all factors relevant to that person’s independence from management; and

•        reviewing programs or similar arrangements, annual bonuses, employee pension, and welfare benefit plans.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will consist of Lee Yeung, Ho Tung Au Yeung, and Han Peng Dong. Ho Tung Au Yeung will be the chairperson of our nominating and corporate governance committee. We have determined that Lee Yeung, Ho Tung Au Yeung, and Han Peng Dong will satisfy the “independence” requirements of the Nasdaq listing rules. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

•        identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy;

•        reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;

•        identifying and recommending to our board the directors to serve as members of committees;

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

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

Code of Ethics and Business Conduct

Our board of directors will adopt a code of business conduct and ethics, which will be filed as Exhibit 99.1 to the registration statement of which this prospectus forms a part, and which will be applicable to all of our directors, officers, and employees. We will make our code of business conduct and ethics publicly available on our website prior to the initial closing of this offering.

Executive Compensation Recovery Policy

Our board of directors will adopt an executive compensation recovery policy, which will be filed as Exhibit 99.2 to the registration statement of which this prospectus forms a part, and which will be applicable to our officers and employees, including our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions. We will make our executive compensation recovery policy publicly available on our website prior to the initial closing of this offering.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our Common Shares as of the date of this prospectus by

•        each of our officers, directors, and director appointees;

•        our officers, directors, and director appointees as a group; and

•        five percent or greater beneficial owners of our Common Shares.

There is no other person or group of affiliated persons known by us to beneficially own more than five percent of our Common Shares.

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power of that security. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all Common Shares shown that they beneficially own. The information does not necessarily indicate beneficial ownership for any other purpose.

Our calculation of the number of shares and percentage of beneficial ownership prior to this offering is based on 18,000,000 Common Shares outstanding as of the date of this prospectus. Our calculation of the number of shares and percentage of beneficial ownership after this offering is based on 20,000,000 Common Shares outstanding after the closing of this offering, assuming no exercise of the underwriters’ option to purchase additional Common Shares.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is 3459 Sheppard Avenue East, Unit 218, Toronto, Ontario, M1T3K4, Canada.

____________

(1)      Represents 9,900,000 Common Shares held by Sky Pivot Corp., a Canadian company incorporated in Ontario wholly owned by Tianshu Wang.

(2)      Represents 3,636,000 Common Shares held by YUYUKPING LIMITED, a British Virgin Islands company wholly owned by YUK PING YU.

As of the date of this prospectus, none of our outstanding Common Shares is held by record holders in the United States.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

RELATED PARTY TRANSACTIONS

In addition to the executive officer and director compensation arrangements discussed in “Management — Compensation of Directors and Executive Officers,” below we describe transactions which we have been a participant, in which the amount involved in the transactions is material to us or the related party.

The relationship of related parties is summarized as follows:

Amounts due from related parties

The amounts due from related parties consisted of the following:

The amounts due from Sky Pivot Corp. and Mr. Tianshu Wang are unsecured, interest-free, and repayable on demand.

The amounts due from Sky Pivot Corp. represent a short-term loan from the Company to Sky Pivot Corp., which was fully repaid on January 27, 2026.

The amounts due from Mr. Tianshu Wang represent an advance made by the Company to Mr. Tianshu Wang for a short-term expenditure reserve, which was subsequently offset against the reimbursements payable to the Company.

Related party transactions

____________

(1)     For the six months ended September 30, 2024 and the fiscal year ended March 31, 2025, the Company provided management services to 2687525 Ontario Inc. and consulting services to 2769846 Ontario Inc. For the six months ended September 30, 2025, the Company provided consulting services to 2769846 Ontario Inc. As of the date of this prospectus, the accounts receivables from these related parties have been fully collected.

(2)     For the six months ended September 30, 2024 and the fiscal year ended March 31, 2025, the Company paid dividends to Mr. Xiaoyin Li and 8899584 Canada Corp. for the subscribed preferred shares, and all of the subscribed preferred shares were redeemed by the Company as of March 31, 2025.

Employment Agreements and Indemnification Agreements

See “Management — Employment Agreements and Indemnification Agreements.”

DESCRIPTION OF SHARE CAPITAL

The following is a summary of the material terms of our share capital and certain provisions of our articles. Because it is a summary, this discussion should be read together with our articles and bylaws.

General

Our articles of incorporation (the “Articles of Incorporation”) provide that our authorized capital consists of 500,000,000 Common Shares, par value CAD0.0001 per share, which do not have any special rights or restrictions and an unlimited number of preference shares (the “Preference Shares”), with the rights specified in the Articles of Incorporation.

As of the date of this prospectus, we have 18,000,000 Common Shares issued and outstanding. No Preference Shares, no options or warrants exercisable for Common Shares, and no securities convertible into Common Shares are issued and outstanding.

Rights, Preferences, and Restrictions Attaching to Our Common Shares

The Business Corporations Act (Ontario) provides the following rights, privileges, restrictions, and conditions attaching to our Common Shares:

•        to vote at meetings of shareholders, except meetings at which only holders of a specified class of shares are entitled to vote;

•        subject to the rights, privileges, restrictions, and conditions attaching to any other class of shares of our Company, to share equally in the remaining property of our Company on liquidation, dissolution, or winding-up of our Company; and

•        the Common Shares are entitled to receive dividends if, as, and when declared by the board of directors.

Our Articles of Incorporation provides the following rights, privileges, restrictions and conditions attaching to our Common Shares:

Each holder of Common Shares is entitled to receive notice of and to attend all meetings of shareholders of the Company, except meeting at which only holders of a specified class of shares (other than Common Shares) or a specified series of shares are entitled to vote. At such meetings attended by holders of Common Shares, each holder of Common Shares is entitled to one vote in respect of each Common Share held by the holder. Holders are entitled to elect all nominees to the board of directors of the Company.

Subject to the rights, privileges, restrictions, conditions, and limitations of any other class of shares of the Company, Common Share holders are entitled to receive any dividends of the Company and, upon a liquidation, dissolution, and winding-up of the Company, whether voluntary or involuntary, to receive the remaining property of the Company.

Rights, Preferences, and Restrictions Attaching to Our Preference Shares

Our Articles of Incorporation provides the following rights, privileges, restrictions, and conditions attaching to our Preference Shares:

Dividends

All holders of Preference Shares are entitled to receive, and we shall pay, dividends only if and when declared by the board of directors. Dividends are non-cumulative and are to be paid only out of money of the Company properly applicable to the payment of the dividends.

The board of directors has discretion and may determine the priority that Preference Shares dividends are paid to Common Shares and if and when Common Shares dividends are paid and not the Preference Shares dividends, and vice-versa. Holders of the Preference Shares are not entitled to any dividend other than or more than the dividends as stated above.

Participation in Assets on Dissolution

If we are liquidated, dissolved, or wound up, either voluntarily or involuntarily, or if there is a reduction of capital, or any distribution of assets among shareholders by way of repayment of capital, holders of the Preference Share are entitled to be paid the redemption amount for each preference share plus all unpaid dividends that have been declared. Such payment holds priority to any payment or distribution to holders of Common Shares. If the amount payable is insufficient to pay in full the redemption amount owing on all Preference Shares, the amount will be paid on a pro rata basis. All assets remaining after payment to the holders of Preference Shares are to be paid or distributed ratably among the holders of Common Shares, and the holders of Preference Shares will have no further right of participation in such assets.

Redemption

We, on notice and as the discretion of the board of directors, have the right at any time to redeem all or any portion of the Preference Shares for the redemption amount for each Preference Share together with any declared and unpaid dividends without the consent of the holders of such shares. We, at the discretion of the board of directors, may redeem all or any part of the Preference Shares of any Preference Shares holders in priority to any other Preference Shares holders, and is not required to redeem the Preference Shares of any other Preference Shares holders. The redemption amount is the amount that will be the actual paid-up amount at the time of redemption.

Voting Rights

Except in the instances where there is an amendment of the Articles of Incorporation with respect to the Preference Shares or to create special shares ranking in priority to or on par with the Preference Shares, Preference Shares holders do not possess any voting rights at any meeting of our shareholders, but are entitled to notice of the meetings when called for the purpose of authorizing our dissolution. The holders vote separately as a class on any amendment that affects their rights or that creates a class ranking ahead of or on parity with the Preference Shares.

Amendment of the Articles of Incorporation

Confirmation of any special resolution to amend our articles to delete or vary any preference, right, condition, restriction, limitation, or prohibition attaching to the Preference Shares or to create special shares ranking in priority to or on a parity with the Preference Shares may be given by at least two-thirds (2/3) of the votes cast at a meeting of the holders of the Preference Share duly called for that purpose.

Shareholder Meetings

The Business Corporations Act (Ontario) provides that: (i) a general meeting of shareholders shall be held at such place in or outside Ontario as the directors determine or, in the absence of such a determination, at our registered office is located; (ii) directors must call an annual meeting of shareholders not later than 18 months after the date of incorporation and no later than 15 months after the last preceding annual meeting; (iii) for the purpose of determining shareholders entitled to receive notice of or vote at meetings of shareholders, the directors may fix in advance a date as the record date for that determination, provided that such date shall not precede by more than 50 days or by less than 21 days, if we are a public company, otherwise 10 days, the date on which the meeting is to be held; (iv) the holders of not less than five percent of the issued shares entitled to vote at a meeting may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition; (v) only shareholders entitled to vote at the meeting, our directors and our auditor are entitled to be present at a meeting of shareholders; and (vi) upon the application of a director or shareholder entitled to vote at the meeting, the Superior Court of Justice may order a meeting to be called, held, and conducted in a manner that the court directs.

Our bylaws provide that a quorum is met when holders of not less than a majority of the shares entitled to vote at the meeting of shareholders are present in person or represented by proxy.

The holders of our Common Shares are entitled to attend and vote at all meetings of our shareholders.

Fully Paid and Non-assessable

All outstanding Common Shares are, and the Common Shares to be outstanding upon completion of this offering will be duly authorized, validly issued, fully paid, and non-assessable.

Authority of Directors

A director may not vote on a proposal, arrangement, or contract in which the director is materially interested, but such transaction must be approved by a majority of the independent directors and be on terms no less favorable than the terms that could be obtained from an unaffiliated third party. Under the charter of the compensation committee to be adopted by the board of directors, the committee has the authority to determine the compensation of directors, including the directors who are members of the committee. Article 2 of our bylaws grants the board of directors the power to delegate to a director or a committee of directors to authorize us to borrow money, issue debt obligations, guarantee the performance of obligations of other parties, and grant a security interest in our assets to secure our obligations. Neither our Articles of Incorporation or bylaws provide for any age limit requirement regarding the retirement of directors or require directors to be shareholders.

Penny Stock Regulation

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As our Common Shares immediately following this offering may be subject to such penny stock rules, purchasers in this offering will likely find it more difficult to sell their Common Shares in the secondary market.

Limitations on Liability and Indemnification of Officers and Directors

In accordance with the Business Corporations Act (Ontario) and pursuant to the bylaws of the Company, subject to certain conditions, we shall, to the maximum extent permitted by law, indemnify a director or officer, a former director or officer, or another individual who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative, or other proceeding in which the individual is involved because of that association with us or other entity. We shall advance monies to a director, officer, or other individual for costs, charges, and expenses reasonably incurred in connection with such a proceeding; provided that such individual shall repay the moneys if the individual does not fulfill the conditions described below or is not successful on the merits in their defense of the action or proceeding. Indemnification is prohibited unless the individual:

•        acted honestly and in good faith with a view to our best interests;

•        in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, had reasonable grounds to believe the conduct was lawful; and

•        was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done.

Registration of Common Shares

All transfers of our securities shall be made in accordance with the Business Corporations Act (Ontario) and the Securities Transfer Act. Subject to the provisions of the Business Corporations Act (Ontario) and the Securities Transfer Act, no transfer of shares represented by a security certificate (as defined in the Business Corporations Act (Ontario)) shall be registered in a securities register except upon presentation of the certificate representing such shares with an endorsement which complies with the Business Corporations Act (Ontario) and the Securities Transfer Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Business Corporations Act (Ontario) and the Securities Transfer Act, together with such reasonable assurance that the endorsement is genuine and effective as the board of directors may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board of directors, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of certain liens enumerated in the bylaws. While the Common Shares currently issued and outstanding are physically certificated, we anticipate that the Common Shares sold in this offering will be DTC eligible and can be held and transferred through book entry.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Shares is Transhare Corporation.

Listing

We have applied to list our Common Shares on the Nasdaq under the symbol “LCDC”, which symbol has been reserved. There is no assurance that the offering will close. We will not complete this offering unless we are listed on the Nasdaq.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our Common Shares. Future sales of substantial amounts of our Common Shares in the public market or the perception that such sales might occur could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our Common Shares in the public market after the restrictions lapse. This may adversely affect the prevailing market price of our Common Shares and our ability to raise equity capital in the future.

After completion of this offering, we will have 24,250,000 shares of Common Shares outstanding, or 25,187,500 shares if the underwriters’ option to purchase additional shares is exercised in full.

All the Common Shares sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, unless the shares are purchased by our “affiliates” as that term is defined in Rule 144 and except certain shares that will be subject to the lock-up period described below after completion of this offering. Any shares owned by our affiliates may not be resold except in compliance with Rule 144 volume limitations, manner of sale and notice requirements, pursuant to another applicable exemption from registration or pursuant to an effective registration statement.

All of our existing shareholders, directors, and officers are anticipated to be subject to a lock-up restriction of six months as described under “Underwriting.” Accordingly, there will be a corresponding increase in the number of shares that become eligible for sale after the lock-up periods expire.

As a result of these agreements, subject to the provisions of Rule 144 or Rule 701, shares will be available for sale in the public market as follows:

•        beginning on the date of this prospectus, all the shares sold in this offering will be immediately available for sale in the public market (except as described above);

•        Upon the expiration of the six-month lock-up period following the date on which the trading of the Common Shares on the Nasdaq commences, all shares held by our existing shareholders, including our directors and officers, will become eligible for sale in the public market. Shares held by affiliates will also be subject to the volume and other restrictions of Rule 144 and Rule 701 as described below.

Lock-Up Agreements

See “Underwriting — Lock-Up Agreements” for more information.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period, a number of shares that does not exceed the greater of:

•        1% of the number of shares of our Common Shares then outstanding, which will equal approximately shares immediately after this offering; or

•        the average weekly trading volume of our Common Shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a shareholder who purchased our Common Shares pursuant to a written compensatory plan or contract and who is not deemed to have been our affiliate during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits our affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701 and are subject to the lock-up agreements described above.

TAXATION

United States Federal Income Tax Consequences

The following is a general discussion of the principal U.S. federal income tax consequences of the acquisition, ownership, and disposition of our Common Shares that are generally applicable to a U.S. Holder, as defined below, with respect to shares that a U.S. Holder acquires pursuant to this offering. This summary assumes that the shares are held as capital assets (generally, property held for investment), within the meaning of the U.S. Internal Revenue Code of 1986, as amended, or the Code, in the hands of a U.S. Holder at all relevant times. This discussion is based on the Code, final, temporary, and proposed treasury regulations thereunder, or the Treasury Regulations, pertinent judicial decisions, interpretive rulings of the U.S. Internal Revenue Service, or the IRS, and such other authorities as we have considered relevant. Future legislative, judicial, or administrative modifications, revocations, or interpretations, which may or may not be retroactive, may result in U.S. federal income tax consequences significantly different from those discussed herein. This discussion is not binding on the IRS. No ruling has been or will be sought or obtained from the IRS with respect to any of the U.S. federal tax consequences discussed herein. There can be no assurance that the IRS will not challenge any of the conclusions described herein or that a U.S. court will not sustain such a challenge.

This discussion does not address the U.S. federal income tax consequences to U.S. Holders subject to special rules, including U.S. Holders that (i) are banks, financial institutions, or insurance companies, (ii) are regulated investment companies or real estate investment trusts, (iii) are brokers, dealers, or traders in securities or currencies, (iv) are tax-exempt organizations, (v) are governments or agencies or instrumentalities thereof, (vi) are U.S. expatriates, (vii) elect to mark their securities to market, (viii) hold the shares as part of hedges, straddles, constructive sales, conversion transactions, or other integrated investments, (ix) acquire the shares as compensation for services or through the exercise or cancellation of employee stock options or warrants, (x) have a functional currency other than the U.S. dollar, or (xi) own or have owned directly, indirectly, or constructively, shares of the Company representing 10% or more of the voting power or value of the Company.

In addition, this discussion does not address tax considerations relevant to U.S. Holders under any non-U.S., state or local tax laws, the Medicare tax on net investment income, U.S. federal estate, gift tax, other non-income tax, or the alternative minimum tax. Each U.S. Holder is urged to consult his or its tax advisors regarding the U.S. federal, state, local, and non-U.S. income and other tax considerations of an investment in the shares.

As used herein, “U.S. Holder” means a beneficial owner of Common Shares that is (i) an individual who is a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a corporation (or other entity taxable as a corporation for U.S. federal tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust that (a) is subject to the primary supervision of a court within the United States and for which one or more U.S. persons have authority to control all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

If a pass-through entity, including a partnership or other entity taxable as a partnership for U.S. federal income tax purposes, holds Common Shares, the U.S. federal income tax treatment of an owner or partner generally will depend on the status of such owner or partner and on the activities of the pass-through entity. A U.S. person that is an owner or partner of a pass-through entity holding common shares is urged to consult its own tax advisor.

Distributions on the Shares

Subject to the PFIC (as defined below) rules discussed below, the gross amount of any distribution paid by us will generally be subject to U.S. federal income tax as foreign source dividend income to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such amount will be includable in gross income by a U.S. Holder as ordinary income on the date that such U.S. Holder actually or constructively receives the distribution in accordance with such holder’s regular method of accounting for U.S. federal income tax purposes. The amount of any distribution made by us in property other than cash will be the fair market value (determined in U.S. dollars) of such property on the date of the distribution. Because we do not intend to calculate our earnings and profits on the basis of U.S. federal income tax principles, any distribution paid will generally be treated as a dividend for U.S. federal income tax purposes. Dividends paid by us will not be eligible for the dividends received deduction allowed to corporations.

To the extent that a distribution exceeds the amount of our current and accumulated earnings and profits, as determined under U.S. federal income tax principles, such distribution will be treated first as a tax-free return of capital, causing a reduction in a U.S. Holder’s adjusted basis in the shares held by such U.S. Holder (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by such U.S. Holder upon a subsequent disposition of the shares), with any amount that exceeds such U.S. Holder’s adjusted basis being taxed as a capital gain recognized on a sale or exchange (as discussed below).

So long as the shares are listed on the Nasdaq or we are eligible for benefits under the Income Tax Convention between the U.S. and Canada, dividends a U.S. Holder receives from us will be “qualified dividend income” if certain holding period and other requirements (including a requirement that we are not a PFIC in the year of the dividend or the immediately preceding year) are met. Qualified dividend income of an individual or other non-corporate U.S. Holder is subject to a reduced maximum U.S. federal income tax rate.

Subject to certain limitations, Canadian tax withheld with respect to distributions made on the shares may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. Alternatively, a U.S. Holder may, subject to applicable limitations, elect to deduct the otherwise creditable Canadian withholding taxes for U.S. federal income tax purposes. The rules governing the foreign tax credit are complex and involve the application of rules that depend upon a U.S. Holder’s particular circumstances. Accordingly, a U.S. Holder is urged to consult its tax advisor regarding the availability of the foreign tax credit under its particular circumstances.

Sale, Exchange, or Other Taxable Disposition of the Shares

Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize gain or loss upon the taxable sale, exchange or other disposition of the shares in an amount equal to the difference between (i) the U.S. dollar value of the amount realized upon the sale, exchange or other taxable disposition and (ii) such U.S. Holder’s adjusted tax basis in the shares. A U.S. Holder’s adjusted tax basis in such shares will generally be its U.S. dollar cost. Generally, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if, on the date of the sale, exchange or other taxable disposition, such U.S. Holder has held the shares for more than one year. If such U.S. Holder is an individual or other non-corporate U.S. Holder, long-term capital gains generally will be subject to a reduced maximum U.S. federal income tax rate. The deductibility of capital losses is subject to limitations under the Code. Gain or loss, if any, that a U.S. Holder realizes upon a sale, exchange or other taxable disposition of the shares generally will be treated as having a U.S. source for U.S. foreign tax credit limitation purposes.

PFIC Rules

A non-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the Code, for any taxable year if either:

•        at least 75% of its gross income for such taxable year is passive income; or

•        at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raise in this offering will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our Common Shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets (including the cash raised in this offering) on any particular quarterly testing date for purposes of the asset test.

Based on our operations, current and projected income and assets, and the composition of our income and assets (taking into account the current and expected income generated from our investment products purchased from banks), we do not expect to be treated as a PFIC for the current taxable year or the foreseeable future under the current PFIC rules. We must make a separate determination each year as to whether we are a PFIC, however, and there can be no

assurance with respect to our status as a PFIC for our current taxable year or any future taxable year. Depending on the amount of cash we raise in this offering, together with any other assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. Because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Common Shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our Common Shares and the amount of cash we raise in this offering. Accordingly, fluctuations in the market price of the Common Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our Common Shares from time to time and the amount of cash we raise in this offering) that may not be within our control.

If we are a PFIC for any year during which you hold Common Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Common Shares. If we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Common Shares.

If we are a PFIC for your taxable year(s) during which you hold Common Shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Common Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Common Shares will be treated as an excess distribution. Under these special tax rules:

•        the excess distribution or gain will be allocated ratably over your holding period for the Common Shares;

•        the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

•        the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Common shares cannot be treated as capital, even if you hold the Common Shares as capital assets.

A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the Code for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) Common Shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Common Shares as of the close of such taxable year over your adjusted basis in such Common Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Common Shares over their fair market value as of the close of the taxable year. Such ordinary loss, however, is allowable only to the extent of any net mark-to-market gains on the Common Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Common Shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Common Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Common Shares. Your basis in the Common Shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us.

The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable Treasury Regulations), including Nasdaq. If the Common Shares are regularly traded on Nasdaq and if you are a holder of Common shares, the mark-to-market election would be available to you were we to be or become a PFIC.

Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the Code with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. The qualified electing fund election, however, is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable Treasury Regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Common Shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Common Shares, including regarding distributions received on the Common Shares and any gain realized on the disposition of the Common Shares.

If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Common Shares, then such Common Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Common Shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Common Shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Common Shares for tax purposes.

Section 1014(a) of the Code provides for a step-up in basis to the fair market value for our Common Shares when inherited from a decedent that was previously a holder of our Common Shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) our Common Shares, or a mark-to-market election and ownership of those Common Shares are inherited, a special provision in Section 1291(e) of the Code provides that the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our Common Shares from a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those Common Shares.

You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Common Shares and the elections discussed above.

Receipt of Foreign Currency

The U.S. dollar value of any cash distribution made in Canadian dollars to a U.S. Holder will be calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the distribution, regardless of whether the Canadian dollars are converted into U.S. dollars at that time. For U.S. Holders following the accrual method of accounting, the amount realized on a disposition of the shares for an amount in Canadian dollars will be the U.S. dollar value of this amount on the date of disposition. On the settlement date, such U.S. Holder will recognize U.S. source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the U.S. dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of shares traded on an established securities market that are sold by a cash method U.S. Holder (or an accrual method U.S. Holder that so elects), the amount realized will be based on the spot rate in effect on the settlement date for the disposition, and no exchange gain or loss will be recognized at that time. A U.S. Holder will generally have a basis in Canadian dollars equal to their U.S. dollar value on the date of receipt of such distribution, on the date of disposition, or, in the case of cash method U.S. Holders (and accrual method U.S. Holders that so elects), on the date of settlement. Any U.S. Holder that receives payment in Canadian dollars and converts or disposes of the Canadian dollars after the date of receipt may have a foreign currency exchange gain or

loss that would be treated as ordinary income or loss and that generally will be U.S. source income or loss for foreign tax credit purposes. U.S. Holders are urged to consult their own U.S. tax advisors regarding the U.S. federal income tax consequences of receiving, owning, and disposing of Canadian dollars.

Information with Respect to Foreign Financial Assets

Individuals and certain entities that own “specified foreign financial assets”, with an aggregate value in excess of $50,000 (and in some circumstances, a higher threshold) are generally required to file an information report on IRS Form 8938, Statement of Specified Foreign Financial Assets, with respect to such assets with their tax returns for each year in which they hold shares. “Specified foreign financial assets” include any financial accounts maintained by certain foreign financial institutions, as well as securities issued by non-U.S. persons if they are not held in accounts maintained by financial institutions. U.S. Holders are urged to consult their tax advisors regarding the application of this reporting requirement to their ownership of the shares.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends paid to a U.S. Holder in respect of the shares and the proceeds received by such U.S. Holder from the sale, exchange or other disposition of the shares within the United States unless such U.S. Holder is a corporation or other exempt recipient. Backup withholding may apply to such payments if a U.S. Holder fails to provide a taxpayer identification number or certification of exempt status or fails to report dividend and interest income in full. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against a U.S. Holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Certain Canadian Tax Consequences for Canadian and Non-Canadian Investors

Disclaimer:

This summary is based on the provisions of the Income Tax Act of Canada in force as of the date hereof and our understanding of the current administrative policies of the Canada Revenue Agency published in writing prior to the date hereof. This summary considers all the proposed amendments and assumes that all proposed amendments will be enacted in the form proposed. However, no assurances can be given that the proposed amendments will be enacted as proposed, or at all. This summary does not otherwise consider or anticipate any changes in law or administrative policy whether by legislative, regulatory, administrative, or judicial action, nor does it consider tax legislation or considerations of any province, territory, or foreign jurisdiction, which may differ from those discussed herein.

In the U.S. the choice is largely between the New York Stock Exchange (“NYSE”) and the Nasdaq, with larger industrial companies generally choosing the NYSE and smaller technology-oriented companies usually going public on the Nasdaq. To gain access to a larger, deeper capital market and, often, more specialized capital market analysts, particularly in the case of technology companies, we decided to use Nasdaq for its public offering.

The IPO does not normally trigger any taxation. Taxes normally only apply when the taxpayers dispose of the shares. As Canadian tax residents, they must pay Canadian income taxes on their worldwide investment income. (Income tax Act — ITA, Section 2(1)). For shareholders who are not Canadian tax residents, income derived from dividends or the disposition of shares may still be subject to Canadian income tax. These tax implications are discussed in greater detail below.

A. For “Canadian Holder” — the Resident in Canada for Tax Purpose

1. Residency consideration

As a Canadian-incorporated company, we are considered resident in Canada for tax purposes and subject to Canadian tax on worldwide income under section 2(1) of the Income Tax Act (“ITA”).

For tax law purposes, a public corporation is generally defined in section 89(1) of the Income Tax Act as a corporation resident in Canada the shares of which are listed on a designated stock exchange in Canada (including the Toronto Stock Exchange (TSX), Tiers 1 or 2 of The TSX Venture Exchange, the Montreal Exchange, the Canadian National

Stock Exchange, and the NEO Exchange (formerly, the Aequitas NEO Exchange). Therefore, a corporation that only has its securities listed on a foreign exchange does not fall with this definition of “public corporation”. We are in this category.

2. Dividends

As a Canadian corporation, shareholders who are residents and non-residents of Canada (including US residents) are subject to different sets of tax rules under the Canadian law for the dividend income.

(a)     Residents of Canada

Under the ITA, dividends received or deemed to be received on the common shares by a holder who, for the purposes of the ITA or at all relevant times, is or is deemed to be resident in Canada (a “Canadian Resident Holder”) must be included in the holder’s income for the year in which the dividend is received.

For individual Canadian Resident Holders, such dividends will be subject to the gross-up and dividend tax credit rules contained in the ITA.

We do not fall with the definition of “public corporation” as defined in subsection 89(1) of the ITA. Therefore, dividends paid by the Company will generally be treated as non-eligible dividends and subject to the associated gross-up (currently 15%) and dividend tax credit (currently 9.03% federally) available to individuals.

There is no gross-up or dividend tax credit for dividends received by a corporation. Dividends received from Canadian corporations may be deductible under section 112 of the ITA, subject to the application of anti-avoidance rules such as those in subsection 55(2). However, Part IV tax (ITA s. 186 – 187) may be payable on these dividends at a tax rate of 38 1/3% (33 1/3% for taxation years ending before 2016) of the dividends received. Part IV tax becomes part of the corporation’s refundable dividend tax on hand (“RDTOH”). RDTOH is available as a dividend refund to the corporation when dividends are paid to shareholders of private corporations.

Canadian Resident Holders should consult their own tax advisors with respect to the characterization and tax treatment of dividends, particularly if the Company later qualifies or elects to become a “public corporation,” at which point dividends may be designated as eligible dividends, thereby attracting a higher gross-up (currently 38%) and more favourable tax credit treatment (currently 15.02% federally).

Dividends received by Canadian Registered Plans such as RRSPs, RRIFs, and TFSAs are generally exempt from taxation under the ITA, provided the shares are a qualified investment.

(b)    Non-Residents of Canada

A shareholder who, at all relevant times, is not resident in Canada for purposes of the ITA and does not use or hold (or be deemed to use or hold) the shares in the course of carrying on business in Canada will generally be subject to Canadian withholding tax under Part XIII of the ITA on dividends paid or credited (or deemed to be paid or credited) on the common shares. The statutory rate of withholding is 25%, but this rate may be reduced under the terms of an applicable income tax treaty between Canada and other nations.

(c)     U.S. Residents

A shareholder who, for the purposes of the ITA and the Canada — United States Income Tax Convention (1980), as amended (the “Canada — U.S. Tax Treaty”), is resident in the United States and is fully entitled to benefits under the Canada — U.S. Tax Treaty (a “U.S. Holder”) will generally be subject to withholding tax in Canada at a treaty-reduced rate (currently 15%). Where such beneficial owners are corporations that own at least 10% of our voting shares, the rate is further reduced (currently 5%).

U.S. Holders may be entitled to claim a foreign tax credit or deduction for the Canadian withholding tax paid, subject to detailed rules under U.S. tax law. The gross-up and dividend tax credit provisions of the ITA do not apply to non-residents, including U.S. Holders.

U.S. investors are urged to consult their own tax advisors regarding the application of Canadian withholding tax and the availability of foreign tax credits under U.S. federal, state, or local tax laws. To obtain the treaty-reduced rate, a U.S. Holder must provide appropriate documentation, including Form NR301, to the Company or its withholding agent.

The dividend income must be converted to Canadian dollars to determine the amount to include in the taxable income. The taxpayer can convert using the exchange rates on the dates of the foreign dividend income is received, or he/she can use the average annual exchange rate, as published by the Bank of Canada, for all the dividends received in the year.

3. Tax Treaty

Tax treaties act to reduce or eliminate double taxation by:

•        specifying each country’s right to tax or not tax particular types of income, and/or

•        requiring one of the countries to grant tax credits for tax already paid on the income.

Tax treaties override the provisions of the ITA and are relevant to both residents and non-residents of Canada with respect to international a particular transaction or series of transactions, taxpayers need to first consult the ITA and then consider the provisions of the applicable tax treaty. Tax treaty to taxation of foreign-source income, while non-residents of Canada need to consider tax treaties as they apply to Canadian-source income earned and/or because of proximity to the United States, the tax treaty between Canada and the U.S. (Canada-U.S. Tax Convention) is most relevant for Canadian reside taxpayers earning Canadian-source income.

There are some examples of issues addressed in the Canada-U.S. Tax Convention:

•        Tie-breaker rules for establishing residency of an individual or a corporation where that individual or corporation is considered resident of both Canada and US.

•        A definition of a permanent establishment for the purpose of determining whether a Canadian resident is carrying on business in the U.S. or Canada.

•        Withholding tax rates for U.S. dividends or interest earned by a resident of Canada.

4. Capital Gains and Losses

Under ITA, s. 3(b), 38(a), 248(1), A capital gain or loss is the gain or loss resulting from the sale of property, such as stocks, bonds, art, stamp collections, real estate, and promissory notes. Gains or losses from bad debts, foreign exchange and call and put options are also normally considered capital gains or losses.

For shareholders who are tax residents of Canada, he/she/it will normally pay tax on capital gains and can deduct capital loss against capital gains as follows:

A taxable capital gain is 50% of a capital gain. The capital gain or loss is calculated by deducting the original cost of the asset from the proceeds received on the sale of the asset. Because only 50% of the gain is taxable, less tax is paid on capital gains than on income such as interest.

An allowable capital loss is 50% of a capital loss. It can only be used to reduce or eliminate taxable capital gains, except in the year of a taxpayer’s death or the immediately preceding year, when it can be used to reduce other income.

For shareholders who are non-tax residents of Canada, they would not normally be subject to Canadian tax for capital gain on shares listed on a U.S. stock exchange unless they holds 25% or more of the issued shares of any class of the corporation in the 60 months before the disposition or have been a tax resident of Canada during the shareholding. However, they may be taxed on capital gains in the jurisdictions in which they are tax residents. For example, U.S. tax residents who dispose of our shares may be taxed in the U.S. for their capital gain/loss.

UNDERWRITING

We have entered into an underwriting agreement dated __, 2026 with American Trust Investment Services, Inc. (the “Representative”), who is serving as the representative of the underwriters and the lead book running manager for this offering. Under the terms and subject to the conditions contained in the underwriting agreement, the underwriters severally and not jointly, agree to purchase from us on a firm commitment basis, at the assumed public offering price of $4.00 per share, less the underwriting discounts and commissions, the respective number of Common Shares shown opposite its name in the table below:

The Common Shares to be sold in this offering are expected to be ready for delivery on or about [*], 2026, against payment in immediately available funds. The underwriters may reject all or part of any order. Offers and sales for this offering may be conducted both inside and outside the United States through the underwriters and their respective selling agents. All offers or sales in the United States will be conducted by broker-dealers registered with the SEC and as members of Financial Industry Regulatory Authority (the “FINRA”). American Trust Investment Services, Inc., as the representative of the underwriters, may retain other brokers or dealers to act as sub-agents or selected dealers on its behalf in connection with this offering. The Common Shares sold by the underwriters to the public will initially be offered at the IPO price set forth on the cover of this prospectus. If all of the Common Shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The underwriters have advised us that they do not intend to make sales to discretionary accounts. The description of the underwriting agreement herein is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the underwriting agreement, a copy of which is filed as an exhibit to the registration statement filed with the SEC of which this prospectus forms a part, and is incorporated herein by reference.

The underwriting agreement provides that the obligation of the underwriters to purchase all of the Common Shares being offered to the public is subject to specific conditions, including, but not limited to obtaining listing approval on the Nasdaq, the absence of any material adverse change in our business or in the financial markets, and the receipt of certain legal opinions, certificates, and letters from us, our counsel, and the independent auditors. Subject to the terms of the underwriting agreement, the underwriters will purchase all of the shares being offered to the public, other than those covered by the over-allotment option described below, if any of these shares are purchased.

Over-Allotment Option

We have granted to the underwriters an option, exercisable not later than 30 days after the date of the final prospectus, to purchase up to 15% additional Common Shares at the public offering price, less the underwriting discounts and commissions. The underwriters may exercise this option only to cover over-allotments made in connection with the sale of the shares offered by this prospectus. To the extent that the underwriters exercise this option, the underwriters will become obligated, subject to conditions, to purchase, and we will be obligated to sell, the additional shares. If any additional shares are purchased, the underwriters will offer the additional shares on the same terms as those on which the other shares are being offered hereunder.

Discounts, Commissions, and Expenses

We estimate that the total expenses of this offering, excluding underwriting discounts, will be $820,859. These expenses are payable by us. Under the underwriting agreement, we have agreed to pay the underwriters an underwriting discount or spread of (a) 7.0% of the aggregate gross proceeds received from the offering, (b) a non-accountable expense allowance of 1.0% of the gross proceeds, and (c) a non-refundable professional fee of (i) $50,000 for the preliminary due diligence diagnosis, which was paid upon the signing of the engagement letter by and between the Company and the Representative, dated May 20, 2025 (the “Engagement Letter”), and (ii) $50,000 advisory fee was paid following

the first confidential filing of the registration statement on Form F-1 with the SEC. The accountable fees and expenses of the Representative that we have agreed to reimburse and the non-accountable expenses and the advisory fee that we have agreed to pay are not included in the underwriting discounts set forth in the table below.

The table below summarizes the underwriting discounts that we will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the over-allotment option:

In addition to the cash commission, the non-accountable expense fee, and the advisory fee, we will also reimburse the underwriters for the full amount of their reasonable accountable expenses, including its U.S. legal counsel fee in an amount not to exceed US$120,000. The underwriters’ accountable expenses relating to the offering may include, but not be limited to: (a) all filing fees and communication expenses associated with the review of this offering by FINRA; (b) all fees, expenses, and disbursements relating to the registration, qualification, or exemption of securities offered under the securities laws of foreign jurisdictions designated by the Representative; (c) the underwriters’ use of Ipreo’s book-building, prospectus tracking and compliance software for the offering; (d) “road show” expenses for the offering; and (e) the costs associated with receiving commemorative mementos and lucite tombstones. Such actual out-of-pocket expenses shall be capped at US$150,000. As of the date of this prospectus, we have paid the Representative a $100,000 advance (the “Advance”) to be credited against the accountable expenses actually incurred by the Representative upon the successful completion of this offering and reimbursed the Representative US$60,000 for their legal expenses. Any Advance received by the Representative will be reimbursed to us to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

Determination of Offering Price

Prior to this offering, there has been no public market for our Common Shares. The IPO price will be determined by negotiations between us and the underwriters. In determining the IPO price, we and the underwriters expect to consider a number of factors, including:

•        the information set forth in this prospectus and otherwise available to the underwriters;

•        our prospects and the history and prospects for the industry in which we compete;

•        an assessment of our management;

•        our prospects for future earnings;

•        the general condition of the securities markets at the time of this offering;

•        the recent market prices of, and demand for, publicly traded securities of generally comparable companies; and

•        other factors deemed relevant by the underwriters and us.

The assumed public offering price set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market will develop for our Common Shares, or that the shares will trade in the public market at or above the IPO price.

Right of First Refusal

We have granted the Representative the right to act as lead or joint-lead investment banker, lead or joint book-runner, and/or lead or joint placement agent with at least 50% of the economics for every future public and private equity and debt offering, including all equity linked financings, during the twelve (12) month period following the completion

of this offering, for the Company, or any successor to or any subsidiary of the Company on terms customary to the Representative. For purposes of this Right of First Refusal, investment banking services shall include, without limitation, (a) acting as lead manager for any underwritten public offering; and (b) acting as placement agent or initial purchaser in connection with any private offering of securities of the Company. The Right of First Refusal shall be subject to FINRA Rule 5110(g)(5).

Tail Financing

If within 12 months from the effective date of termination or expiration of the engagement letter, we complete a public or private offering of its securities with any investor(s) introduced to us by the Representative during the term of the engagement letter, then we shall pay the Representative a tail fee equal to the compensation that would have been payable had the Representative participated in such transaction, provided that such investor(s) were first introduced to us by the Representative and documented in writing during the term of the engagement letter. This provision is intended to comply with FINRA Rule 5110(g)(5)(B). If we terminate the engagement letter for cause — defined as the Representative’s material breach of its obligations or willful failure to perform the services contemplated herein — no tail fee (or other post-termination compensation) shall be payable. Any tail fee must be reasonable in relation to the underwriting or placement services originally contemplated and shall not exceed the cash fee rate set forth in the engagement letter. No tail fee is owed for any transaction consummated after the tail period.

Lock-Up Agreements

All of our existing shareholders, directors, and executive officers, will agree, subject to certain exceptions, not to, for a period of six (6) months from the date of the closing of this offering, offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities without the Representative’s prior written consent.

Each of the Company and any successors of the Company will also agree, for a period of six (6) months from the closing of this offering, that each will not (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to (a) offer, sell, or otherwise transfer or dispose of, directly or indirectly, any Common Shares of the Company or any securities convertible into or exercisable or exchangeable for Common Shares of the Company (subject to customarily excluded issuances to be set forth in the underwriting agreement); or (b) file or caused to be filed any registration statement with the SEC relating to the offering of any Common Shares of the Company or any securities convertible into or exercisable or exchangeable for Common Shares of the Company.

Indemnity Escrow

We will agree to on the date of the closing of this offering, deposit into an escrow account, for the benefit of the Representative, with an escrow agent in the United States selected by the Representative, an amount equal to US$300,000 from the offering proceeds to be released to the Representative and its affiliate, and their respective directors, officers, employees, agents, and controlling persons, in connection with the payments of Company’s indemnification obligations. The escrow account will remain in place for a period of twelve (12) months from the date of the closing of this offering.

Stamp Taxes

If you purchase Common Shares offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

Stabilization

The underwriters have advised us that it, pursuant to Regulation M under Exchange Act, and certain persons participating in the offering may engage in short sale transactions, stabilizing transactions, syndicate covering transactions, or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of the Common Shares at a level above that which might otherwise prevail in the open market. These transactions may be effected on the Nasdaq, in the over-the-counter market or otherwise. Establishing short sales positions may involve either “covered” short sales or “naked” short sales.

“Covered” short sales are sales made in an amount not greater than the maximum number of units sold in this offering. The underwriters may close out any covered short position by purchasing shares of securities in the open market. In determining the source of shares of securities to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market.

“Naked” short sales are sales in excess of maximum number of units sold in this offering. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our securities in the open market after pricing that could adversely affect investors who purchase in the offering.

A stabilizing bid is a bid for the purchase of Common Shares on behalf of the underwriters for the purpose of fixing or maintaining the price of the Common Shares. A syndicate covering transaction is the bid for or the purchase of Common Shares on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our Common Shares or preventing or retarding a decline in the market price of our Common Shares. As a result, the price of our Common Shares may be higher than the price that might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in connection with the offering if the Common Shares originally sold by such syndicate member are purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.

Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Common Shares. The underwriters are not obligated to engage in these activities and, if commenced, any of the activities may be discontinued at any time.

Electronic Distribution

A prospectus in electronic format may be made available by e-mail or on the websites or through online services maintained by the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of Common Shares for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters’ websites and any information contained in any other website maintained by the underwriters is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.

Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged in, and may in the future engage in, various activities, which may include securities trading, investment banking and other commercial dealings, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. The underwriters and certain of its affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses. In addition, from time to time, the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

In the ordinary course of their various business activities, the underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. If the underwriters or their affiliates have a lending relationship with us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The underwriters and their affiliates may hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the Common Shares offered hereby. Any such short positions could adversely affect future trading prices of the Common Shares offered hereby. The underwriters and certain of their affiliates may also communicate independent investment recommendations,

market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Application for Nasdaq

We have applied to list our Common Shares on the Nasdaq under the symbol “LCDC.” There is no assurance that the offering will close and we will not complete this offering unless we are listed on Nasdaq. If our Common Shares are listed on the Nasdaq, we will be subject to continued listing requirements and corporate governance standards. We expect these new rules and regulations to significantly increase our legal, accounting, and financial compliance costs.