As filed with the Securities and Exchange Commission on January 16, 2026

Registration No. 333-290529

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

___________________________

AMENDMENT NO. 2
TO

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

___________________________

YCS Group Holdings Limited

(Exact name of registrant as specified in its charter)

___________________________

73 Ubi Road 1
#05-54 Oxley Bizhub
Singapore 408733
+65 6681 6622
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

___________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102

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

___________________________

With a Copy to:

___________________________

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

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

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

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

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

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

Emerging growth company ☒

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

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

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

5,000,000 Class A Ordinary Shares

YCS Group Holdings Limited

This is an initial public offering of 5,000,000 Class A Ordinary Shares of YCS Group Holdings Limited, par value $0.0001 per share (each, a “Class A Ordinary Share”, collectively, “Class A Ordinary Shares”). The estimated initial public offering price for the Class A Ordinary Shares in the offering is expected to be between $4.00 and $5.00 per Class A Ordinary Share.

We have reserved the symbol “YCSG” for the purpose of listing our Class A Ordinary Shares on the NYSE American LLC (“NYSE American”). This offering is contingent upon the final approval from the NYSE American for the listing of our Class A Ordinary Shares.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 11 of this prospectus to read about factors you should consider before buying our Class A Ordinary Shares.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements.

We have adopted a dual-class ordinary share structure and our ordinary shares are divided into Class A Ordinary Shares and Class B Ordinary Shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to voting and conversion rights. Each Class A Ordinary Share is entitled to one vote per share and is not convertible into any other shares. Each Class B Ordinary Share is entitled to fifty (50) votes per share and is convertible at the option of the holder thereof, at any time after issue, into one Class A Ordinary Share. Immediately following the completion of this offering, Mr. Lum Kian San, our director and Chief Executive Officer, through his holding company, will have beneficial ownership and control over 10,000,000 Class A Ordinary Shares and 200,000 Class B Ordinary Shares, representing approximately 45.9% of the total voting power of our ordinary shares, assuming the underwriters do not exercise their over-allotment option. See “Risk Factor — Risks Related to Our Corporate Structure — Our Chairman and Chief Executive Officer will hold a significant percentage of the total voting power of our outstanding ordinary shares following this offering, and he could have significant influence on determining matters that require votes of shareholders.” on page 21 of this prospectus.

YCS Group Holdings Limited is an exempted company incorporated on June 3, 2025 in the Cayman Islands as a holding company. As a holding company with no material operations, our operations are primarily conducted by Your Corporate Solutions Pte. Ltd. (“YCS Singapore”) and CFO CA Pte. Ltd. (collectively with YCS Singapore, the “Singapore Subsidiaries”), our wholly-owned subsidiaries in Singapore. This is an offering of the Class A Ordinary Shares of YCS Group Holdings Limited, the holding company incorporated in Cayman Islands, instead of shares of the Singapore Subsidiaries. You may never directly hold any equity interest in our operating subsidiaries.

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

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(1)       An underwriting discount equal to 7% of the public offering price will be provided to the underwriters. See “Underwriting” beginning on page 90.

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

The underwriter expects to deliver the Class A Ordinary Shares to purchasers in the offering on or about [•], 2026.

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

Prospectus dated [•], 2026

TABLE OF CONTENTS

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

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

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

COMMONLY USED DEFINED TERMS

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

•        “CFO CA” are to CFO CA Pte. Ltd., a private company limited by shares under the laws of Singapore, which is wholly-owned by YCS BVI;

•        “Class A Ordinary Shares” are to the Class A ordinary shares of YCS Group Holdings Limited, par value $0.0001 per share;

•        “Class B Ordinary Shares” are to the Class B ordinary shares of YCS Group Holdings Limited, par value $0.0001 per share;

•        the “Companies Act” are to the Companies Act (Revised) of the Cayman Islands;

•        “the Company,” “our company,’ “the Group,” “we”, “us,” or “our” in this prospectus are to YCS Group Holdings Limited or “YCS Holdings,” a Cayman Islands exempted company with limited liability, and its subsidiaries;

•        “$,” “dollars,” “US$” or “U.S. dollars” are to the legal currency of the United States;

•        “ordinary shares” or “Ordinary Shares” are to the Class A Ordinary Shares and Class B Ordinary Shares;

•        “SGD,” or “S$” are to the Singapore dollar, the legal currency of Singapore;

•        “Singapore Subsidiaries” are to YCS Singapore and CFO CA;

•        “SMEs” are to small and medium-sized enterprises;

•        “U.S. GAAP” are to generally accepted accounting principles in the United States;

•        “YCS BVI” are to YCS Management Limited, company organized under the laws of British Virgin Islands, which is wholly-owned by YCS Holdings;

•        “YCS Holdings” are to YCS Group Holdings Limited, a Cayman Islands exempted company with limited liability; and

•        “YCS Singapore” are to Your Corporate Solutions Pte. Ltd., a private company limited by shares under the laws of Singapore, which is wholly-owned by YCS BVI.

Unless specifically indicated otherwise or unless the context otherwise requires, all information in this prospectus assumes that the underwriter will not exercise its option to purchase additional Class A Ordinary Shares.

RISK FACTORS

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

Risks Relating to Our Business and Industry

Governmental regulations and interpretations are subject to changes, which could have a material adverse effect on our financial condition.

We operate in a highly regulated environment and are subject to various laws and regulations in Singapore as well as other jurisdictions where we conduct business. Changes in laws and regulations, or the interpretation and application thereof, could result in changes in the amount or the type of business services required by businesses and individuals, as well as our operational obligations under such legal or regulatory changes, which could have a material adverse effect on our financial condition and our operational, financial and strategic objectives. We cannot be sure that future laws and regulations will provide the similarly favorable opportunities for us to provide corporate services and business consulting offerings.

In Singapore, corporate service providers, such as ourselves, are subject to regulations primarily under the Corporate Service Providers Act 2024 (the “CSP Act”), which came into effect on June 9, 2025. Under the CSP Act, any business entity that provides corporate services in Singapore must be registered with the Singapore Accounting and Corporate Regulatory Authority (“ACRA”) as a registered corporate service provider (“CSP”). YCS Singapore is a registered filing agent (“RFA”) with the ACRA. ACRA has provided a transition period for existing RFAs up to the expiration of its existing RFA registration. Once the transited RFA registration expires, the service provider must ensure that it meets the new requirements under the CSP Act before submitting its application for renewal as a registered CSP.

The CSP Act introduces significant regulatory changes, imposing new licensing, conduct, and compliance requirements on corporate service providers. These include enhanced obligations related to the prevention of money laundering, proliferation financing and terrorism financing, client due diligence, and the ongoing monitoring of business relationships. These provisions are expected to increase both operational and compliance costs, necessitate additional staff training, and may cause potential disruptions to business operations during the transition to full compliance with the new regulatory framework. Although we have taken steps to align our operations with the CSP Act’s requirements, there remains the risk of delays, unforeseen expenses, or challenges in achieving full compliance. A failure to comply with the CSP Act could result in substantial penalties, including financial fines, restrictions on our ability to provide services, or even the revocation of our license to operate as a corporate service provider. See “Regulation — Regulations for Corporate Service Providers.”

Additionally, as regulatory requirements evolve, heightened scrutiny, enforcement actions, and changes in interpretation could lead to operational disruptions, reputational risks, or a loss of clients. As such, investors should carefully consider the potential impact of the CSP Act on our business, financial condition, and results of operations.

We depend on a limited number of customers for a significant portion of our revenues and the loss of one or more of these customers could adversely affect our business, financial condition, and results of operations. A significant portion of our revenues for the year ended March 31, 2025 were derived from one-off project engagements.

Our ability to maintain close relationships with major customers is essential to the success of our business. We received a substantial portion of our corporate and consulting services income from a limited number of customers. For the six months ended September 30, 2025 and 2024, our largest client accounted for approximately 22.0% and 13.0% of our revenues, respectively. For the year ended March 31, 2025, our two largest clients accounted for approximately 21.0% and 11.0% of our revenues, respectively. Our largest client accounted for approximately 15.0% of our revenues for the year ended March 31, 2024. We cannot assure you that any of our customers in the future will not cease purchasing services from us in favor of services from our competitors, significantly reduce orders or seek price reductions, and any such event could have a material adverse effect on our corporate services income, profitability, and results of operations.

For the six months ended September 30, 2025, our two largest customers in the aggregate accounted for approximately 31% of our total revenue, with our largest customer accounting for approximately 22%. For the years ended March 31, 2025, our two largest customers in the aggregate accounted for approximately 32.0% of our total revenue, with our largest customer accounting for approximately 21.0%. These revenues were derived from one-off project engagements and are not expected to recur on a regular basis. While we continue to diversify our customer base, our historical reliance on a small number of large projects may expose us to revenue volatility. A failure to replace such one-off projects with recurring or new business of similar scale could adversely impact our financial performance.

Any adverse material changes to the Singapore market (whether localized or resulting from economic or other conditions) such as the occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease, could have a material adverse effect on our business, results of operations and financial condition.

As a corporate service provider primarily serving SMEs in Singapore, our business is significantly exposed to the macroeconomic and operating environment within Singapore. Any material adverse developments in the local market, whether localized or resulting from global conditions, such as an economic recession, pandemic, widespread outbreak of infectious diseases (including COVID-19 or similar future outbreaks), natural disasters, or other unforeseen events could have a material adverse effect on our business, financial condition, results of operations, and prospects.

During periods of economic downturn or instability, SMEs, which constitute our core client base, are especially vulnerable to financial stress, which may impact their ability to engage or retain our services. Furthermore, uncertain global economic conditions, geopolitical tensions, rising interest rates, inflationary pressures, or supply chain disruptions may weaken foreign and domestic investment flows into Singapore, resulting in reduced demand for incorporation, compliance, and advisory services. Additionally, a reduction in the availability of credit to SMEs may impair our clients’ ability to fund their operations and service-related payments, potentially affecting our cash flow and receivables collection.

Our business model is significantly dependent on Singapore as a business hub.

Our business model is significantly dependent on Singapore’s reputation and stability as a premier regional business hub for company incorporation and operations. Singapore has long been recognized for its robust legal framework, transparent regulatory environment, political stability, and its status as a gateway to markets across Southeast Asia and beyond. As such, our growth prospects are closely tied to the continued attractiveness of Singapore as a base for regional and international businesses. However, any deterioration in Singapore’s political, economic, legal, or regulatory environment could negatively impact its position as a preferred jurisdiction for foreign companies seeking to establish a presence in Asia. This includes, but is not limited to, changes in trade policies, tax laws, or economic performance that could reduce foreign investment or confidence in the country. A reduction in foreign interest in setting up businesses in Singapore could materially affect the demand for our services, hindering our growth and profitability.

We derive a significant portion of our revenue from foreign clients who establish entities in Singapore for a variety of business purposes. These clients typically seek access to Singapore’s strategic location, favorable regulatory environment, and efficient business infrastructure. As a result, our business is highly vulnerable to fluctuations in global economic conditions, including declines in foreign investment flows, changes in geopolitical stability, or shifting global trade dynamics. Geopolitical tensions, such as trade wars, sanctions, or political instability in key regions, could deter foreign investors from setting up businesses in Singapore or lead to reduced demand for services. Similarly, changes in visa policies, taxation regulations, or foreign ownership laws could influence the decision-making of international businesses, reducing the demand for our services.

Given our reliance on both Singapore’s reputation as a regional business hub and the foreign client base we serve, any negative changes in the political, economic, or regulatory environment, either in Singapore or globally, could have an adverse effect on our business, financial condition, and growth prospects.

Rapid technological changes could significantly impact our competitive position, client relationships and operating results.

The professional business services industry has been and continues to be impacted by significant technological changes and innovation, enabling companies to offer services competitive with ours. Those technological changes may (i) reduce demand for our services, (ii) enable the development of competitive products or services, or (iii) enable our current and potential customers to reduce or bypass the use of our services. Additionally, rapid changes in

artificial intelligence and related innovations are increasing the competitiveness landscape. If we are not successful in anticipating or responding to technological changes, demand for our services could be reduced because of advanced technologies being deployed by our competitors.

The growth and success of our business depends on our ability to expand into new markets and increase and diversify our service portfolio in order to keep pace with rapid changes in the industries we focus on.

The market for our services is characterized by evolving industry standards, changing client preferences and new service introductions. Our future growth and success depend significantly on our ability to expand into new markets and increase and diversify our service portfolio to meet our clients’ evolving needs. We may not be successful in anticipating or responding to these developments in a timely manner, or if we do respond, the services or markets we develop may not be successful in the marketplace. The development of some of the services and the expansion into new markets may involve significant upfront investments and the failure of these services and markets may result in our being unable to recover these investments, in part or in full. Should we fail to adapt to the rapidly changing corporate services or business consulting markets or if we fail to develop suitable services to meet the evolving and increasingly sophisticated requirements of our clients in a timely manner, our business and results of operations could be materially and adversely affected.

We operate in a highly competitive market. We may lose clients and our revenue may decline if we are unable to compete effectively.

The corporate services industry in Singapore, including company incorporation, statutory compliance, accounting, tax filing, and business advisory services, is fragmented and increasingly competitive, particularly as barriers to entry remain relatively low. Our competitors include established local firms, international service providers with global capabilities, and offshore firms offering similar services at lower cost bases. Clients, including SMEs, are becoming more price-sensitive and service-conscious, often comparing providers based on cost, speed, digital capabilities, and value-added advisory services.

The key competitive factors in our market include industry expertise, range and quality of service offerings, pricing, technological capabilities, responsiveness to regulatory changes, brand recognition, and strength of client relationships. Competitors may offer attractive pricing or bundled digital services that appeal to cost-conscious SMEs or foreign investors incorporating entities in Singapore. Additionally, global competitors with a strong international network may be preferred by clients with cross-border needs.

Our ability to compete effectively is also affected by factors beyond our control, including competitors’ ability to attract and retain skilled professionals, rapidly deploy new digital solutions, or adapt to evolving regulatory landscapes. If we are unable to maintain competitive pricing while continuing to invest in service quality, compliance, and technology, we may be unable to retain or grow our client base. Increased competition, pricing pressures, and potential loss of market share could adversely affect our revenue, profitability, and overall financial condition. There is no assurance that we will be able to compete successfully against current or future competitors in the Singapore corporate services market.

Our historical growth may not be indicative of our future growth. If we fail to properly manage future growth, our business, financial condition, results of operations, and prospects could be materially adversely affected.

We experienced rapid growth in recent periods. Our revenue grew by 183.3% from US$712,823 for the year ended March 31, 2024 to US$2,019,498 for the year ended March 31, 2025, primarily attributed to the introduction and rapid expansion of our consulting services, which increased from nil in 2024 to US$1,022,422 in 2025. Our revenue grew by 80.7% from US$622,119 for the six months ended September 30, 2024 to US$1,124,310 for the six months ended September 30, 2025, largely due to consulting services, which contributed US$550,120 for the six months ended September 30, 2025 compared to US$112,259 in the same period of 2024. Because our consulting services are primarily comprised of one-off project engagements, there is no assurance that we will be able to sustain our current growth rate or continue to grow at all. As such, you should not consider our historical growth or profitability as indicative of our future financial performance.

In addition, we experienced significant growth in our client base over the past year, with the number of clients expanding from 258 for the year ended March 31, 2024 to 416 for the year ended March 31, 2025. For the six months ended September 30, 2025, the number of our clients was 340. There is no assurance that we will be able to sustain this rate of growth in the future. Our business model relies heavily on acquiring new clients, particularly small and medium-sized enterprises (SMEs), to drive revenue and profitability. Any slowdown in new client acquisition could adversely affect our growth prospects and financial performance.

Our ability to achieve continued growth depends on a variety of factors, many of which are beyond our control, including our ability to:

•        Retain and grow our existing client base, particularly SMEs operating in or entering the Singapore market;

•        Expand our service offerings in areas such as business advisory, regulatory compliance, and outsourced finance functions;

•        Maintain high levels of service quality and client satisfaction to drive repeat business and referrals;

•        Attract and retain qualified professionals, including corporate secretaries, compliance specialists, accountants, and consultants;

•        Respond to changes in the regulatory and business environment in Singapore, including implementation of new compliance or licensing requirements (e.g., under the CSP Act);

•        Manage operational complexity and maintain service delivery standards as our client base and internal team grow;

•        Effectively price our services to remain competitive without compromising our margins;

•        Invest in and adopt digital tools to enhance service efficiency and remain competitive in a market that is increasingly embracing technology-enabled solutions;

•        Compete effectively with both local firms and international or offshore service providers offering similar services.

Failure to achieve any of these goals could result in slower revenue growth, increased costs, or reduced profitability. In particular, if our revenue growth does not keep pace with rising operating expenses, including those related to compliance, hiring, and technology investments, our margins and overall financial performance may deteriorate. As a growing company operating in a dynamic regulatory and economic environment, we face ongoing risks and uncertainties. If our business planning assumptions are incorrect or if we are unable to adapt effectively, our future growth prospects could be materially and adversely affected.

Our gross margin may not be sustainable and could decline in future periods.

Our gross margin decreased from 57.9% for the six months ended September 30, 2024 to 42.1% for the six months ended September 30, 2025. In contrast, our gross margin increased from 50.2% for the year ended March 31, 2024 to 79.5% for the year ended March 31, 2025. Our gross margin for the most recent fiscal year benefited from certain one-time or non-recurring consulting projects that generated higher-than-usual margins. These projects had favorable pricing or cost dynamics and are not expected to recur in future periods. As a result, our gross margin for that period may not be indicative of our future performance. There can be no assurance that we will be able to secure similar high-margin opportunities going forward, and future projects may be subject to more competitive pricing, higher input costs, or less favorable contract terms. Accordingly, our gross margin may decline in future periods, which could adversely affect our overall profitability, financial condition, and the market perception of our business performance.

Our revenue and cash flows are likely to fluctuate.

We experience fluctuations in our revenue and cost structure and the resulting operating income and cash flows and expect that this will continue to occur in the future. We may experience fluctuations in our annual and quarterly financial results for reasons that may include, among others: (i) the types and complexity, number, size, timing and duration of client engagements; (ii) the geographic locations of our clients or the locations where services are rendered; (iii) the length of billing and collection cycles and changes in amounts that may become uncollectible; and (iv) fluctuations in the exchange rate of Singapore dollar against the U.S. dollar.

For example, a substantial portion of our revenue is derived from one-off or non-recurring services, such as company incorporation, initial regulatory filings, and ad hoc consulting or advisory engagements. These services typically generate revenue on a transactional basis and do not provide recurring income beyond the initial engagement. As such, this portion of our revenue is inherently less predictable and not indicative of ongoing financial performance. While incorporation and related services may contribute meaningfully to our revenue in a given period, particularly during times of elevated business formation activity or foreign market entry, they are dependent on external factors such as economic conditions, investor sentiment, and regulatory changes. A decline in the number of new businesses setting up in Singapore or a reduction in demand for these types of services may significantly affect our revenue in future periods. Furthermore, there is no assurance that clients who engage us for one-time services will convert to long-term or recurring engagements, such as corporate secretarial, accounting, tax compliance, or consulting services. The inability to consistently convert one-off engagements into longer-term client relationships may impact our revenue stability and overall growth.

As a result, our revenue may fluctuate from period to period, depending on the volume and timing of these non-recurring engagements. A failure to increase the share of recurring revenue or to offset the variability in one-off service income with sustainable client relationships could adversely affect our business, financial condition, results of operations, and cash flows.

Our business may face risks of clients’ default on payment. Significant increase in accounts receivable may adversely affect our liquidity and financial position.

Our client base consists primarily of SMEs, which may be more susceptible to financial distress, operational challenges, or other adverse circumstances, including involvement in litigation, regulatory investigations, or asset liquidation. These factors may impair our clients’ ability to meet their financial obligations, including payment for services rendered, and could result in delayed payments or defaults. We maintain internal processes to monitor outstanding receivables, assess the creditworthiness of our clients, and pursue timely collection efforts. However, there is no assurance that such efforts will be successful or that write-offs can be minimized. There were three customers which individually accounted for 27%, 13% and 12% respectively, of our total accounts receivable as of March 31, 2025. A significant increase in client defaults or delayed payments, particularly in periods of economic uncertainty or sector-specific downturns, could adversely affect our cash flow, profitability, and overall financial condition.

Further, we have experienced a significant increase in accounts receivable over recent periods, with our accounts receivable growing by 415.8% from US$117,286 as of March 31, 2024 to US$604,944 as of March 31, 2025. A high level of accounts receivable may adversely impact our liquidity, requiring the use of additional working capital or external financing to fund operations.

Our inability to hire and retain talented people in an industry where there is great competition for talent could have a serious negative effect on our prospects and results of operations.

Our business involves the delivery of professional services and is highly labor-intensive. We rely heavily on our senior management team and other key employees and our ability to retain them is particularly important to our future success. Given the highly specialized nature of our services, these people must have a thorough understanding of our service offerings as well as the skills and experience necessary to manage an organization consisting of a diverse group of professionals. In addition, we rely on our senior management team and key employees to generate, handle and market our business.

If one or more of our senior executives or key employees are unable or unwilling to continue in their present positions, it could disrupt our business operations, and we may not be able to replace them easily or at all. In addition, competition for senior executives and key personnel in our industry is intense, and we may be unable to retain our senior executives and key personnel or attract and retain new senior executives and key personnel in the future, in which case our business may be severely disrupted, and our financial condition and results of operations may be materially and adversely affected. If any of our senior executives or key personnel joins a competitor or forms a competing company, we may lose clients, know-how and key professionals and staff members to them. Also, if any of our business development managers, who generally keep a close relationship with our clients, joins a competitor or forms a competing company, we may lose clients, and our income may be materially and adversely affected. Most of our executives and key personnel have entered into employment agreements with us that contain non-competition provisions, non-solicitation and nondisclosure covenants. However, if any dispute arises between our executive officers and key personnel and us, such non-competition, non-solicitation and nondisclosure provisions might not provide effective protection to us.

We may face damage to our professional reputation or legal liability if our clients are not satisfied with our services.

We depend to a large extent on our relationships with our clients and our reputation for high-caliber professional services and integrity to attract and retain clients. We obtain a substantial number of new engagements from existing clients or through referrals from existing clients. As a result, if a client is not satisfied with our services, it may diminish our reputation and become more damaging to our business than to other businesses. Additionally, if we fail to meet our contractual obligations or other arrangements with our clients, we could be subject to legal liability or loss of client relationships. For example, we provide tax planning and advisory services to clients as part of our service offerings. These services involve advising on compliance with relevant tax regulations, and the interpretation of local and, where applicable, international tax laws. While we strive to ensure that our advice is in line with current tax laws and best practices, tax regulations are complex, frequently changing, and subject to interpretation by the relevant authorities. There is a risk that tax positions adopted by our clients based on our advice may be challenged by the Inland Revenue Authority of Singapore (“IRAS”) or other relevant authorities. If tax authorities take a different view on the application of tax rules or if there are retroactive changes to tax legislation, clients may become subject to additional taxes, interest, penalties, or other enforcement actions. In such cases, clients may seek to hold us responsible for their tax exposure, which could result in reputational damage, legal liability, or claims for damages.

Our business is subject to risks related to lawsuits and other claims brought by our clients.

We may be subject to lawsuits and other claims in the ordinary course of our business. Actions brought against us may result in settlements, awards, injunctions, fines, penalties or other results adverse to us including harm to our reputation. Even if we are successful in defending against these actions, the defense of such matters may result in our incurring significant expenses. Predicting the outcome of such matters is inherently difficult, particularly where claimants seek substantial or unspecified damages, or when arbitration or legal proceedings are at an early stage. A substantial judgment, award, settlement, fine, or penalty could be materially adverse to our operating results or cash flows for a particular future period, depending on our results for that period.

Increases in labor costs in Singapore may adversely affect our business and results of operations.

The economy in Singapore, where most of our employees are located, has experienced increases in labor costs in recent years. Average wages in Singapore are expected to continue to increase. We expect that our labor costs, including wages and employee benefits, will continue to increase to remain competitive in attracting and retaining the quality and number of employees that our business requires. Unless we are able to control our labor costs or pass on these increased labor costs to our clients by increasing the fees of our services, our financial condition and operating results may be adversely affected.

Changes in policies imposed by governments may impact on the availability and costs of employing foreign employees

We are dependent on foreign employees for our business operations. Our ability to meet our labor requirements for our operational needs is subject to various factors, including changes in the policies imposed by the Ministry of Manpower (“MOM”) in Singapore. We are thus vulnerable to any shortage in the supply of foreign employees and any increase in the cost of foreign labor, the occurrence of which would adversely affect our business and financial performance and position.

Government policies affecting availability of foreign employees and labor costs include, inter alia, minimum qualify salaries for work pass holders and the requirement to meet the Fair Consideration Framework (FCF) job advertising requirement before submitting a new application for an employment pass, being a work pass for foreign professionals, managers and executives with a job offer in Singapore who meet the eligibility criteria (“Employment Pass”). As at the date of this prospectus, 10 of our 16 employees, representing approximately 62.5% of our total workforce, are Employment Pass holders. The minimum qualifying salary for new applications from January 1, 2025, and for renewals of passes expiring from January 1, 2026 for Employment Pass holders in the non-financial services sector will increase from S$5,000 to S$5,600 (and will increase progressively with age from age 23, up to S$10,700 at age 45 and above). There is no assurance that the Singapore Government will not impose stricter FCF requirements or further increase the minimum qualifying salaries in the future, and if they do so, we may face difficulties in recruiting foreign employees and/or a significant increase in labor costs.

We may be liable to our clients for damages caused by unauthorized disclosure of sensitive and confidential information, whether through our employees or otherwise.

In the course of providing our services, we are required to manage, utilize, and store sensitive or confidential client data. Under the terms of our client contracts, we are obligated to maintain strict confidentiality regarding such information. To safeguard this data, we employ a range of network security technologies, surveillance systems, and other protective measures. Additionally, we require all employees to enter into confidentiality agreements, which limit access to and distribution of both client-sensitive information and our own trade secrets.

Despite these efforts, we cannot guarantee that our security measures will be entirely effective in preventing unauthorized access, misuse, or disclosure of sensitive information. In the event that client data is misappropriated, whether by our employees, third-party service providers, or their employees, in violation of confidentiality agreements or applicable laws, we could be held liable for any resulting damages. Such incidents may expose us to legal claims from clients seeking compensation for the breach of their proprietary rights. A breach of client confidentiality, especially involving the unauthorized disclosure of sensitive information, could severely harm our reputation, result in the loss of current and future business, and cause lasting damage to client trust. Moreover, we currently do not carry insurance coverage for mismanagement, misappropriation, or unauthorized disclosure of confidential client information by our employees or third parties. Any related litigation or regulatory action could result in significant legal costs, disrupt our operations, and divert management’s attention and resources away from running the business. As a result, any failure to adequately protect client data or honor confidentiality obligations could have a material adverse effect on our business, financial condition, and future growth prospects.

If we fail to adequately protect any intellectual property we may acquire or develop, our ability to compete effectively could be impaired, which could have a material adverse effect on our business, financial condition, and future growth prospects.

At present, we do not hold any material intellectual property rights, but we may seek to develop or acquire such rights over time. To the extent we develop intellectual property, we intend to protect it through a combination of trade secrets, confidentiality policies, nondisclosure and other contractual agreements, and applicable trademark, copyright, and patent laws. However, these measures may not be sufficient to prevent or deter infringement or misappropriation, and we may not always detect unauthorized use or be able to respond promptly and effectively.

Monitoring and enforcing intellectual property rights is both challenging and costly. A failure to protect any intellectual property we may acquire or develop could diminish the value of our brand and weaken our competitive position. We may need to pursue infringement claims or litigation, which can be expensive, time-consuming, and disruptive, potentially diverting key technical and managerial resources and impacting our overall financial performance, even if the outcome is favorable.

We may face intellectual property infringement claims or other related disputes, which could be time-consuming, costly to defend or settle and result in the loss of significant rights and lower sales.

We cannot be certain that our operations or any aspects of our business do not or will not infringe upon or otherwise violate trademarks, copyrights, know-how or other intellectual property rights held by third parties. We may be from time to time in the future subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, there may be third-party trademarks, copyrights, know-how or other intellectual property rights that are infringed by our services or other aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such rights against us in Singapore or other jurisdictions. If any third-party infringement claims are brought against us, we may be forced to divert some resources from our business and operations to defend against these claims, regardless of their merits.

Our insurance coverage is limited and may not be adequate to cover potential losses and liabilities. A significant uninsured loss or a loss in excess of our insurance coverage could have a material adverse effect on our results of operations and financial condition.

Other than the government-mandated insurance and central provident fund schemes, a fire insurance policy covering our property at 73 Ubi Road 1, #05-54 Oxley Bizhub, Singapore 408733 and a professional indemnity insurance for YCS Singapore, we do not maintain any other material insurance covering our properties, equipment, inventory or employees, and we do not carry any material business interruption or product liability insurance or any material third-party liability insurance to cover claims in respect of personal injuries or any damages arising from accidents on our properties or in

relation to our operations. The occurrence of certain incidents including severe weather, earthquake, fire, war, power outages, flooding and the consequences resulting from them may not be covered by our insurance policies adequately, or at all. If we were subject to substantial liabilities we could incur costs and losses that could materially and adversely affect our results of operations and financial condition.

We may engage in acquisitions or strategic alliances that could disrupt our business, result in increased expenses, reduce our financial resources and cause dilution to our shareholders. We cannot assure you that such acquisitions or strategic alliances may be successfully implemented.

Although we have not engaged in acquisitions or strategic alliances in the past, we may look for potential acquisitions or strategic alliances in the future to expand our business. However, we may not be able to find suitable acquisition candidates, complete acquisitions on favorable terms, if at all, or integrate any acquired businesses, products or technologies into our operations. If we do complete acquisitions, they may be viewed negatively by customers or investors and they may not enable us to strengthen our competitive position or achieve our goals. In addition, any acquisitions that we make could lead to difficulties in integrating personnel, technologies and operations from the acquired businesses and in retaining and motivating key personnel from these businesses. Moreover, acquisitions may disrupt our ongoing operations, divert management from day-to-day responsibilities and increase our expenses. Future acquisitions may reduce our cash available for operations and other uses, and could result in increases in amortization expenses related to identifiable intangible assets acquired, potentially dilutive issuances of equity securities or the incurrence of debt. We cannot predict the number, timing or size of future acquisitions, or the effect that any such acquisitions might have on our operating results.

If we fail to implement and maintain an effective system of internal control to remediate our material weakness over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations, or prevent fraud.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control and procedures and we were never required to evaluate our internal control within a specified period, and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of the effectiveness of our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of the effectiveness of our internal control over financial reporting, the existence of material weaknesses may have been identified.

Our failure to discover and address any deficiencies in our internal control over financial reporting could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud, expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods. In addition, our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

Upon the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will require that we include a report of management on our internal control over financial reporting commencing with our second annual report on Form 20-F. In addition, once we cease to be an “emerging growth company” as such term is defined 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 an audit report with adverse opinion on the effectiveness of our internal controls over financial reporting.

If we fail to maintain proper and effective internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting

obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our Class A Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

A failure in our information technology, or IT, systems could cause interruptions in our services, undermine the responsiveness of our services, disrupt our business, damage our reputation and cause losses.

Our IT systems support all phases of our operations, including marketing, customer development and the provision of customer support services, and are an essential part of our technology infrastructure. If our systems fail to perform, we could experience disruptions in operations, slower response time or decreased customer satisfaction. We must process, record and monitor a large number of transactions and our operations are highly dependent on the integrity of our technology systems and our ability to make timely enhancements and additions to our systems. System interruptions, errors or downtime can result from a variety of causes, including changes in customer usage patterns, technological failures, changes to our systems, linkages with third-party systems and power failures. Our systems are vulnerable to disruptions from human error, execution errors, errors in models such as those used for risk management and compliance, employee misconduct, unauthorized trading, external fraud, computer viruses, distributed denial of service attacks, computer viruses or cyberattacks, terrorist attacks, natural disaster, power outage, capacity constraints, software flaws, events impacting key business partners and vendors, and similar events.

It could take an extended period of time to restore full functionality to our technology or other operating systems in the event of an unforeseen occurrence, which could affect our ability to process and settle customer transactions. Moreover, instances of fraud or other misconduct might also negatively impact our reputation and customer confidence in us, in addition to any direct losses that might result from such instances. Despite our efforts to identify areas of risk, oversee operational areas involving risks, and implement policies and procedures designed to manage these risks, there can be no assurance that we will not suffer unexpected losses, reputational damage or regulatory actions due to technology or other operational failures or errors, including those of our vendors or other third parties.

Certain data and information in this prospectus were obtained from third-party sources and were not independently verified by us.

This prospectus contains certain data and information that we obtained from various government and private entity publications and reports. Statistical data in these publications also include projections based on a number of assumptions. While we have not independently verified the data and information contained therein and such data and information may have been collected using third-party methodologies, we believe that the data and information, including projections based on a number of assumptions, from these third-party publications and reports used in this prospectus is reliable. However, the industries in which we operate may not grow at the rate projected by market data, or at all. Failure of these industries to grow at the projected rate may have a material adverse effect on our business and the market price of our Class A Ordinary Shares. In addition, the rapidly evolving nature of these industries results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of the industries in which we operate. Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

Risks Relating to Doing Business in Singapore

It may be difficult for you to enforce any judgment obtained in the United States against us, our directors, executive officers or our affiliates.

We are incorporated under the laws of the Cayman Islands, conduct our operations primarily outside the United States, and all of our assets are located outside the United States. Additionally, all of our Directors and Executive Officers reside outside the United States. Consequently, it may be difficult to enforce any judgment obtained in the United States against us or any of these persons, including judgments based upon the civil liability provisions of U.S. securities laws.

The enforcement of a foreign judgment against us, our Directors, or our Executive Officers in Singaporean courts is subject to Singaporean laws and civil procedure. While Singapore has implemented the Choice of Courts Agreements Act 2016 (“CCAA”), which gives effect to the Hague Convention on Choice of Court Agreements (2005), and the Reciprocal Enforcement of Foreign Judgments Act 1959 (“REFJA”), neither of these frameworks currently

facilitates the direct enforcement of United States judgments. The United States signed the Hague Convention on Choice of Court Agreements in January 2009 but has not ratified it as of the date of this prospectus. Furthermore, the Unted States and its courts have not been gazetted under the REFJA for reciprocal enforcement.

Therefore, judgments from United States federal or state courts are not directly enforceable in Singapore. Instead, the primary method for enforcing a United States judgment in Singapore is by commencing a fresh civil claim in Singapore based on the United States judgment debt. Although Singaporean courts generally will not re-examine the merits of the original dispute, they will consider certain factors. Enforcement may be denied if, for example, the United States judgment was not final and conclusive on the merits, was not issued by a court of competent jurisdiction, was not for a fixed sum of money, was procured by fraud or in breach of natural justice principles, or if its enforcement would be contrary to Singapore’s public policy (including, but not limited to, judgments that are in reality prosecutions of foreign taxes, fines, penalties, or other similar public law charges, or that include punitive or penal damages).

Accordingly, there can be no assurance that judgments obtained in the United States, particularly those predicated upon the civil liability provisions of United States federal securities laws, can be successfully enforced against us, our Directors, or our Executive Officers in Singapore. For more information regarding the relevant laws of the Cayman Islands and Singapore, please refer to the “Enforceability of Civil Liabilities” section of this prospectus.

The ability of our subsidiaries in Singapore to distribute dividends to us may be subject to restrictions under applicable laws.

We are a holding company, and our main subsidiaries, Your Corporate Solutions Pte. Ltd. and CFO CA Pte. Ltd., are located in Singapore. Part of our primary internal sources of funds to meet our cash needs is our share of the dividends, if any, paid by our Singapore subsidiaries to YCS BVI and consequently, the dividends paid by YCS BVI to us. The distribution of dividends to YCS BVI from our Singapore subsidiaries is subject to restrictions imposed by the applicable laws and regulations in Singapore, which are more fully described in “Regulation” in this prospectus. In addition, although except for the limitations described in “Regulation”, there are currently no foreign exchange control regulations which restrict the ability of our Singapore subsidiaries to distribute cash dividends to us, the relevant regulations may be changed and the ability of our Singapore subsidiaries to distribute dividends to YCS BVI may be restricted in the future. See “Regulation” for more information.

It is not certain if we will be classified as a Singapore tax resident.

Under the Income Tax Act 1947 of Singapore (the “ITA”), a company established outside Singapore but whose control and management is exercised in Singapore will be considered a tax resident in Singapore. The determination of where control and management is exercised is based on a holistic assessment of all relevant facts, with a primary focus on the location where strategic business decisions are made. While the physical location of board meetings is a significant factor, it is not the sole determinant. Where board resolutions are passed in the form of written consent signed by the directors each acting in their own jurisdictions, or where board meetings are held by teleconference or videoconference, the place of de facto control and management may be considered to be where the majority of the board are located when they sign such consent or attend such conferences. In particular, according to the Inland Revenue Authority of Singapore (“IRAS”), a board of directors meeting which involves the use of virtual meeting technology will generally be regarded as having strategic decisions made in Singapore if either of the following conditions is met: (a) at least 50% of the directors (with the authority to make strategic decisions) are physically present in Singapore during the meetings; or (b) the chairman of the board of directors (if the company has such an appointment) is physically present in Singapore during the meeting.

We believe that YCS Holdings, a Cayman Islands exempted company, is not a Singapore tax resident for Singapore income tax purposes. However, the tax residence status of the Company is subject to determination by, among others, the IRAS, and we cannot ensure that the IRAS, the Singapore courts or other regulatory authorities would agree with our analysis of the application and interpretation of the term “control and management” for the purposes of the ITA. If it is determined that the Company is a Singapore tax resident for Singapore income tax purposes, the portion of the Company’s chargeable income (after considering applicable deductions and allowances) that accrues in, is derived from or is received or considered under the ITA to be received in Singapore from outside Singapore, where applicable, may be subject to Singapore income tax at the prevailing corporate income tax rate of 17%. Furthermore, if the Company is regarded as a Singapore tax resident, any dividends received or considered to be received by the Company in Singapore from our subsidiary located in a foreign jurisdiction where the highest rate of income tax or tax of a similar character is, at the time such dividends are received or considered to be received

in Singapore, less than 15%, may be subject to Singapore income tax where there is no other applicable tax treaty between such foreign jurisdiction and Singapore. For this purpose, income is considered to have been received in Singapore when it is: (i) remitted to, transmitted or brought into Singapore; (ii) applied in or towards satisfaction of any debt incurred in respect of a trade or business carried on in Singapore; or (iii) applied to purchase any movable property that is brought into Singapore. In addition, as at the date of this prospectus, Singapore does not impose withholding tax on dividends declared by Singapore resident companies. If the Company is considered a Singapore tax resident, dividends paid to the holders of our Class A Ordinary Shares will not be subject to withholding tax in Singapore.

Regardless of whether or not the Company is regarded as a Singapore tax resident, holders of our Class A Ordinary Shares who are not Singapore tax residents would generally not be subject to Singapore income tax on gains derived from the disposal of our Class A Ordinary Shares if such gains are not accrued in, derived from or received or considered under the ITA to be received in Singapore from outside Singapore. Such gains may be considered as not having been derived from Singapore if such shareholders do not maintain a permanent establishment in Singapore to which the disposition gains may be effectively connected, and the entire process (including the negotiation, deliberation, execution of the acquisition and sale, etc.) leading up to the actual acquisition and sale of our Class A Ordinary Shares is performed outside of Singapore. For Singapore resident shareholders, if the gain from disposal of our Class A Ordinary Shares is determined to be income in nature, such gain will generally be subject to Singapore income tax. Conversely, as at the date of this prospectus, such gain will generally not be taxable in Singapore if it is determined to be capital in nature. See “Taxation — Singapore Taxation” for more information.

Risks Related to Our Corporate Structure

Our Chairman and Chief Executive Officer will hold a significant percentage of the total voting power of our outstanding ordinary shares following this offering, and he could have significant influence on determining matters that require votes of shareholders.

Following this offering, our Chairman of the Board of Directors and Chief Executive Officer, Mr. Lum Kian San, will have dispositive power over an aggregate 45.9% voting power of the Company. Pursuant to our memorandum and articles of association, an ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of all votes which are cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of all votes, cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. As a result, Mr. Lum Kian San could have significant influence on determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. He will also have the power to prevent or cause a change in control. Without the consent of Mr. Lum Kian San, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interests of Mr. Lum Kian San may differ from the interests of our other shareholders. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our Class A Ordinary Shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Ordinary Shares may view as beneficial.

Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

Our authorized and issued ordinary shares have been divided into Class A Ordinary Shares and Class B Ordinary Shares. Holders of Class A Ordinary Shares shall be entitled to one vote per share on all matters subject to the vote at general meetings of our company, while holders of Class B Ordinary Shares shall be entitled to fifty (50) votes per share on all matters subject to the vote at general meetings of our company. We will issue Class A Ordinary Shares in this offering. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Any conversions of Class B Ordinary Shares into Class A Ordinary Shares may dilute the percentage ownership of the holders of Class A Ordinary Shares within their class of ordinary shares. Further, any future issuance of Class B Ordinary Shares will also dilute the voting power of holders of Class A Ordinary Shares.

After this offering, Mr. Lum Kian San and Ms. Xinting Hu will beneficially own all of our Class B Ordinary Shares. As a result of the dual-class share structure and the concentration of ownership, holders of Class B Ordinary Shares will have considerable influence over matters such as decisions regarding mergers and consolidations, appointment of directors and other significant corporate actions. As a result, as a holder of Class A Ordinary Shares, your ability to influence corporate matters will be limited. In addition, this dual-class share structure could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

Our dual-class voting structure may render our Class A Ordinary Shares ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of our Class A Ordinary Shares.

Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of our Class A Ordinary Shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A Ordinary Shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A Ordinary Shares.

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

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association (as amended from time to time), the Companies Act (as amended) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England and Wales, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, shareholders of Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. Moreover, under Cayman Islands law, our controlling shareholders do not owe any such fiduciary duties to our company or to our minority shareholders. Accordingly, our controlling shareholders may exercise their powers as shareholders, including the exercise of voting rights in respect of their shares, in such manner as they think fit.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, the register of mortgages and charges and any special resolutions passed by shareholders) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

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

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

Risks Relating to Our Class A Ordinary Shares and This Offering

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

Prior to this initial public offering, there has been no public market for our Class A Ordinary Shares. We plan to list the Class A Ordinary Shares on the NYSE American. Our Class A Ordinary Shares will not be listed on any other exchange or quoted for trading on any over-the-counter trading system. No assurance can be given that an active market in our Class A Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Class A Ordinary Shares may be unable to readily sell the Class A Ordinary Shares they hold or may not be able to sell their Class A Ordinary Shares at all.

The initial public offering price for our Class A Ordinary Shares was determined by negotiation between us and the underwriters based upon several factors, and we cannot assure you that the trading price of our Class A Ordinary Shares after this offering will not decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their shares and may not be able to resell their shares at or above the price they paid, or at all.

The trading price of our Class A Ordinary Shares may be volatile, which could result in substantial losses to you.

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

If the trading volumes of our Class A Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Class A Ordinary Shares. This low volume of trades could also cause the price of our Class A Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Class A Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Ordinary Shares. A decline in the market price of our Class A Ordinary Shares also could adversely affect our ability to issue additional Class A Ordinary Shares or other securities and our ability to obtain additional financing in the future.

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

•        regulatory developments affecting us or our industry;

•        actual or anticipated fluctuations in our interim results of operations and changes or revisions of our expected results;

•        changes in financial estimates by securities research analysts;

•        detrimental negative publicity about us, our services, our clients, our officers, directors, principal shareholders, other beneficial owners, our business partners, or our industry;

•        announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments;

•        additions to or departures of our senior management;

•        litigation or regulatory proceedings involving us, our clients, our officers, directors, or principal shareholders;

•        release or expiration of lock-up or other transfer restrictions on our outstanding Class A Ordinary Shares (including Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares); and

•        sales or perceived potential sales of additional Class A Ordinary Shares.

Any of these factors may result in large and sudden changes in the volume and price at which our Class A Ordinary Shares will trade.

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

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

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

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

If you purchase Class A Ordinary Shares in this offering, you will pay more for your Class A Ordinary Shares than the amount paid per share by our existing shareholders for their Ordinary Shares. As a result, you will experience immediate and substantial dilution. See “Dilution” for a more complete description of how the value of your investment in the Class A Ordinary Shares will be diluted upon completion of this offering.

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

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

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

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

Sales of Class A Ordinary Shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of the Class A Ordinary Shares to decline. Immediately after the completion of this offering, we will have 24,620,000 Class A Ordinary Shares outstanding, assuming the underwriters do not exercise their over-allotment option. All Class A Ordinary Shares sold in this offering will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act.

All of our executive officers and directors and any other holders of 5% or more of our Ordinary Shares (calculated on an as-converted basis) as of the effective date of this prospectus have agreed not to sell our Class A Ordinary Shares (including Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares) for a period of 180 days from the date of the commencement of sales of this offering, subject to extension under specified circumstances. All other existing shareholders prior to this offering have agreed, subject to certain exceptions, to a similar restriction for a period of 90 days from the date of the commencement of sales in this offering. Class A Ordinary Shares (including Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares) subject to the lock-up agreements will become eligible for sale in the public market upon expiration of the lock-up agreements, subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. To the extent shares are released before the expiration of the lock-up period and sold into the market, the market price of the Class A Ordinary Shares could decline. Moreover, the perceived risk of this potential dilution could cause shareholders to attempt to sell their shares and investors to short our Class A Ordinary Shares. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

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

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

Techniques employed by short sellers may drive down the market price of our Class A Ordinary Shares.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

We may be the subject of unfavorable allegations made by short sellers in the future. Any such allegations may be followed by periods of instability in the market price of our Class A Ordinary Shares and negative publicity. If and when we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business and shareholders’ equity, and the value of any investment in our Class A Ordinary Shares could be greatly reduced or rendered worthless

We are an emerging growth company within the meaning of the Securities Act of 1933, and may take advantage of certain reduced reporting requirements. We cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our ordinary shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies, including, but not limited to:

•        not being required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;

•        not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

•        not being required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden-parachutes”; and

•        not being required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

In addition, as an emerging growth company, we are only required to provide two years of audited financial statements and two years of selected financial data (in addition to any required interim financial statements and selected financial data) in our annual reports, and to present correspondingly reduced disclosure in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We have elected to take advantage of the reduced disclosure obligations as an emerging growth company. As a result, the information that we provide to our shareholders may be different than the information you might receive from other public reporting companies in which you hold equity interests. In addition, the JOBS Act permits emerging growth companies to delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards until the earlier of the date 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, our combined financial statements and the reported results of operations contained therein may not be directly comparable to those of other public companies. We cannot predict whether investors will find our securities less attractive because of our reliance on these exemptions. If some investors do find our ordinary shares less attractive, there may be a less active trading market for our ordinary shares and the price of our ordinary shares may be reduced or more volatile.

We will remain an emerging growth company, and will be able to take advantage of the foregoing exemptions, until the last day of our fiscal year following the fifth anniversary of the closing of our initial public offering or such earlier time that we otherwise cease to be an emerging growth company, which will occur upon the earliest of (1) the last day of the first fiscal year in which our annual gross revenues are US$1.235 billion or more; (2) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt securities; and (3) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act.

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

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

•        the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

•        the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

•        the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time. However, effective March 18, 2026, our executive officers and directors will be required, pursuant to the Holding Foreign Insiders Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of our securities. Our principal shareholders who are not officers or directors will remain exempt from Section 16(a) reporting requirements;

•        the selective disclosure rules by issuers of material nonpublic information under Regulation FD; and

•        certain audit committee independence requirements in Rule 10A-3 of the Exchange Act.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a semi-annual basis as press releases, distributed pursuant to the rules and regulations of the NYSE American. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices for corporate governance matters that differ significantly from the NYSE American corporate governance standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the corporate governance listing standards.

As a Cayman Islands exempted company listed on the NYSE American, we are subject to the NYSE American listing standards, which requires listed companies to have, among other things, a majority of their board members to be independent and independent director oversight of executive compensation and nomination of directors. However, the NYSE American rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE American’s listing standards.

While we currently intend to voluntarily follow all the NYSE American corporate governance rules, including rules regarding committee structure and director independence, we may in the future choose to take advantage of the exemptions afforded to foreign private issuers.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

We will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the NYSE American, impose various requirements on the corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly.

As a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In addition, after we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC.

We may not be able to satisfy listing requirements of the NYSE American or maintain a listing of our ordinary shares on the NYSE American.

If our Class A Ordinary Shares are listed on the NYSE American, we must meet certain financial and liquidity criteria to maintain such listing. If we violate the NYSE American’s listing requirements, or if we fail to meet any of the NYSE American’s listing standards, our Class A Ordinary Shares may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. The delisting of our Class A Ordinary Shares from the NYSE American could significantly impair our ability to raise capital and the value of your investment.

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

We have not determined a specific use for a portion of the net proceeds of this offering, and our management will have considerable discretion in deciding how to apply these proceeds, including for any of the purposes described in the section entitled “Use of Proceeds.” Because of the number and variability of factors that will determine our use of our net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. This creates uncertainty for our shareholders and could affect our business, prospects, results of operations and financial condition. You will not have the opportunity to assess whether the proceeds are being used appropriately before you make your investment decision. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. We cannot assure you that the net proceeds will be used in a manner that will improve our results of operations or increase the share price, nor that these net proceeds will be placed only in investments that generate income or appreciate in value.

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

A non-U.S. corporation, such as our company, will be classified as a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes, for any taxable year if either (1) at least 75% of its gross income for such year consists of certain types of “passive” income; or (2) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for the production of passive income.

We do not expect to be a PFIC for the current taxable year or the foreseeable future. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition of our income and assets. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. If we were to be or become a PFIC for any taxable year during which a U.S. Holder (as defined in “Taxation — United States Federal Income Taxation Considerations”) holds our Class A Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Taxation — United States Federal Income Taxation Considerations — Passive Foreign Investment Company (“PFIC”).”

You may experience dilution of your holdings due to inability to participate in rights offerings.

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

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

•        future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;

•        our ability to execute our growth, expansion and acquisition strategies, including our ability to meet our goals;

•        current and future economic and political conditions;

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

•        our expectations regarding our client base;

•        our ability to procure the applicable regulatory licenses in the relevant jurisdictions that we operate in;

•        competition in our industry;

•        relevant government policies and regulations relating to our industry;

•        our capital requirements and our ability to raise any additional financing which we may require;

•        our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business;

•        overall industry and market performance; and

•        other assumptions described in this prospectus underlying or relating to any forward-looking statements.

We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors” beginning on page 11 of this prospectus. We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

ENFORCEABILITY OF CIVIL LIABILITIES

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

All of our assets are located outside the United States. In addition, Mr. Lum Kian San, our CEO, and Mr. Gan Wah Tak, our CFO, are Malaysia citizens residing in Singapore, while Ms. Xinting Hu, our director, is a Hong Kong citizen residing in Hong Kong. Among our independent director nominees, Mr. Wong Zhen Jie is a Malaysia citizen residing in Singapore, and both Mr. Cheng Xun Lee and Mr. Wong Fei Yang are Malaysia citizens residing in Malaysia. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of Singapore may render you unable to enforce a judgment against our assets or the assets of our directors and officers. We have appointed Cogency Global Inc. to receive service of process with respect to any action brought against us in the United States.

Service of Process and Enforcement of Civil Liabilities in Cayman Islands

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

We have also been advised by Ogier that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States, the courts of the Cayman Islands will, in certain circumstances, recognize and enforce a foreign money judgment of a foreign court without any re-examination or re-litigation of matters adjudicated upon, provided such judgment:

(a)     is given by a foreign court of competent jurisdiction;

(b)    imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

(c)     is final and conclusive;

(d)    is not in respect of taxes, a fine or a penalty; and

(e)     was not obtained by fraud; and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

Service of Process and Enforcement of Civil Liabilities in Singapore

It is uncertain whether Singaporean courts would (i) recognize and enforce judgments of United States courts based on the civil liability provisions of US federal or state securities laws, or (ii) entertain original actions in Singapore based solely on such civil liability provisions.

Generally, an in personam final and conclusive judgment from a US federal or state court (meaning a judgment that definitively determines rights between parties, is not subject to re-opening or alteration by the issuing court and makes a fixed or ascertainable sum of money payable) may be enforceable as a debt in Singapore. This requires commencing a fresh civil claim in the Singaporean courts and obtaining a local judgment in respect thereof. However, a Singaporean court may decline to enforce such a claim if the foreign judgment: (a) is inconsistent with a prior local

judgment or an earlier foreign judgment recognized in Singapore that is binding on the same parties; (b) contravenes Singapore’s public policy; (c) was obtained in contravention of the principles of natural justice; (d) was obtained by fraud; or (e) its indirect enforcement through a local judgment based on the foreign judgment debt would amount to the direct or indirect enforcement of a foreign penal, revenue, or other public law. Any of these grounds could also lead to the dismissal of such a claim by a Singaporean court.

In particular, Singaporean courts generally do not entertain civil claims that are, in reality, prosecutions of foreign taxes, fines, penalties, or other similar charges, which may include judgments of US courts based on the civil liability provisions of US federal or state securities laws. Regarding civil liability provisions under US federal and state securities law that permit punitive or penal damages against us, our Directors, and/or our Executive Officers, we are unaware of any reported Singaporean court decision that has considered the specific issue of whether it would exercise jurisdiction over a claim filed in its registry based on a judgment debt from a US court under such provisions.

When serving US legal proceedings on a defendant residing in Singapore, the process is primarily governed by the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters (the “Hague Service Convention”), to which both the United States and Singapore are contracting parties. The standard procedure involves the US litigant preparing the summons, complaint, and other necessary documents, along with a completed Hague Request Form. Crucially, these documents must be translated into English if not originally in that language, as required by Singapore. These prepared documents are then transmitted by a competent US authority (often the clerk of the court or a designated private entity) to Singapore’s Ministry of Law. Upon receipt, the Ministry of Law will arrange for the service of the documents on the defendant in Singapore, typically through a local process server, in accordance with Singaporean civil procedure and upon payment of a fee. Once service is effected, the Ministry of Law will issue a Certificate of Service, providing official proof of delivery back to the US transmitting authority, thereby completing the formal service requirements under the Hague Service Convention and allowing the US legal proceedings to advance.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $19.8 million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, based on an assumed initial public offering price of $4.50 per share (the midpoint of the price range set forth on the cover of this prospectus).

We intend to use the net proceeds from this offering for the following purposes:

•        30% for market expansion, business development and marketing: to expand advertising campaigns across domestic and international markets, develop supplier channels, and implement differentiated marketing strategies, including digital advertising, social media operations, and participation in industry exhibitions;

•        20% for upgrade of our IT systems: to invest in automation, digitalization and application development in integrating with our customer services, including the automation of customer services;

•        20% for professional team expansion: to recruit seasoned professionals from the international consulting industry to ensure we have sufficient staff with the requisite knowledge, skills, and experience to provide corporate management consulting services to global clients; and

•        30% for working capital and 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. The above expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly from the above depending on numerous factors, including any unforeseen cash needs. Similarly, the priority of our prospective uses of proceeds will depend on business and market conditions. Accordingly, our management will have significant flexibility and broad discretion in applying the net proceeds of the offering. If any unforeseen event occurs or the business conditions change, we may use the proceeds of this offering differently from that described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purpose, we intend to invest its net proceeds in short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. Subject to the provisions of the Cayman Companies Act and any rights attaching to any class or classes of shares under and in accordance with the articles:

•        the directors may declare dividends or distributions out of our funds which are lawfully available for that purpose; and

•        our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.

Subject to the requirements of the Cayman Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution, dividends may also be declared and paid out of any share premium account. See “Description of Share Capital — Our Memorandum and Articles — Dividends.”

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

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the section of this prospectus titled “Selected Consolidated Financial and Operating Data” and the Company’s consolidated financial statements and related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis here and throughout this prospectus contains forward-looking statements that involve risks, uncertainties and assumptions. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

YCS Group Holdings Limited is a limited liability company established under the laws of the Cayman Islands as an exempted company with limited liability on June 3, 2025. We specialize in providing comprehensive professional corporate and advisory services to small and medium-sized enterprises in the Republic of Singapore.

For the six months ended September 30, 2025, we generated revenue of US$1,124,310, which increased by 80.7% compared to revenue of US$622,119 for the six months ended September 30, 2024. Our gross profit also increased from US$360,238 for the six months ended September 30, 2024 to US$473,703 for the six months ended September 30, 2025, representing gross profit margin of 57.9% and 42.1% for the same periods, respectively. We recorded net income of US$207,250 and US$248,411 for the six months ended September 30, 2024 and 2025, respectively.

We experienced robust growth in our operating revenues, which increased by 183.3% from US$712,823 for the year ended March 31, 2024 to US$2,019,498 for the year ended March 31, 2025. Our gross profit also increased from US$357,750 in 2024 to US$1,606,382 in 2025, representing gross profit margin of 50.2% and 79.5% for the same years, respectively. We recorded net loss of US$62,552 and net income of US$890,638 in 2024 and 2025, respectively.

Key Factors that Affect Operating Results

Our business, financial condition and results of operations have been, and are expected to continue to be, affected by a number of factors, which primarily include the following:

Regulatory and Compliance Environment

Changes in corporate laws, tax regulations, and regulatory requirements in jurisdictions where we operate can impact demand for our services or impose new compliance obligations, increasing operational costs.

Economic Conditions

The demand for corporate services is correlated with macroeconomic conditions. A slowdown in business formation or increased insolvencies during downturns can adversely affect our revenue.

Human Capital and Talent Management

The availability and retention of skilled professionals, including accountants, corporate secretaries, and compliance experts, directly impacts service delivery and client satisfaction.

Strategic Partnerships and Alliances

Collaborations with law firms, tax advisors, or international partners can expand our service scope and geographic reach, influencing our growth trajectory.

Key Components of Our Results of Operations

Revenues

We derive our revenues principally from providing corporate services and software support services. For the six months ended September 30, 2025 and 2024, our revenues were US$1,124,310 and US$622,119, respectively. For the years ended March 31, 2025 and 2024, our revenues were US$2,019,498 and US$712,823, respectively.

The following table sets forth a breakdown of the revenues for the six months ended September 30, 2025 and 2024.

The following table sets forth a breakdown of the revenues for the years ended March 31, 2025 and 2024.

Corporate services.    The revenue from corporate services primarily consists of corporate accounting and business services, domestic and international research and consulting services, tax planning and immigration services.

Software support services.    The revenue from software support services consists of reselling of third-party accounting software and providing third-party accounting software implementation and training services.

Cost of Revenues

Cost of revenues consists represents costs and expenses incurred in order to generate revenues. Our cost of revenues primarily consists of (i) direct labor cost, (ii) outsource accounting service fees, (iii) accounting software service fees, (iv) commission costs, which is incremental costs to obtain new sales contract, and (v) miscellaneous costs. For the six months ended September 30, 2025 and 2024, our cost of revenues were US$650,607 and US$261,881, respectively. For the years ended March 31, 2025 and 2024, our cost of revenues were US$413,116 and US$355,073, respectively.

The following table sets forth a breakdown of the cost of revenues for the six months ended September 30, 2025 and 2024.

The following table sets forth a breakdown of the cost of revenues for the years ended March 31, 2025 and 2024.

Operating expenses

Our operating expenses consist of: (i) selling and marketing expenses and (ii) general and administrative expenses. For the six months ended September 30, 2025 and 2024, our operating expenses were US$216,737 and US$121,987, respectively. For the years ended March 31, 2025 and 2024, our operating expenses were US$623,797 and US$428,061, respectively.

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

The following table sets forth a breakdown of the operating expenses for the years ended March 31, 2025 and 2024.

Selling and Marketing Expenses.    Our selling and marketing expenses mainly consist of advertising and promotion expenses.

General and administrative expenses.    Our general and administrative expenses mainly consist of: (i) salaries, bonus and benefits for administrative employees, (ii) professional service fees and (iii) other expenses related to general corporate functions.

Taxation

Cayman Islands

YCS Group Holdings Limited (“YCS Holdings”, the “Company”) was incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, it is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands.

British Virgin Islands

YCS Management Limited (“YCS BVI”) was incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, it is not subject to income or capital gains taxes.

Singapore

Your Corporate Solutions Pte. Ltd. (“YCS Singapore”) and CFO CA Pte. Ltd. (“CFO CA”) are located in Singapore and are subject to 17% statutory income tax rate with respect to the profit generated from Singapore. YCS Singapore, a qualifying newly incorporated company was eligible for tax exemption on three-quarters of the company’s first SGD100,000 of normal chargeable income, and half of its next SGD100,000 of normal chargeable income, for each of the company’s first three consecutive Year of Assessments (“YAs”) from YA 2024 to YA 2026.

Results of Operations

For the six months ended September 30, 2025 compared to the six months ended September 30, 2024:

The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amounts and as percentages of our revenues. This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. The historical operating results are not necessarily indicative of the results that may be expected for any future period.

Revenues

Our revenues increased from US$622,119 for the six months ended September 30, 2024 to US$1,124,310 for the six months ended September 30, 2025, representing an increase of 80.7%. The increase was primarily attributed to the revenues generated from our corporate services, while the revenues generated from our software support services remained relatively stable.

Corporate services.    Revenues from corporate services increased by 80.9% from US$604,788 for the six months ended September 30, 2024 to US$1,093,963 for the six months ended September 30, 2025, primarily attributed to our introduction and rapid expansion of our consulting services, which increased from US$112,259 for the six months ended September 30, 2024 to US$550,120 for the six months ended September 30, 2025. We initiated 9 project engagements in consulting services and achieved an average fee per engagement of approximately US$61,124 for the six months ended September 30, 2025, compared to 3 project engagements and average fee per engagement of approximately US$37,420 in the same period in 2024.

Software support services.    Revenues from software support services increased from US$17,331 for the six months ended September 30, 2024 to US$30,347 for the same period in 2025.

Cost of Revenues

Our cost of revenues increased from US$261,881 for the six months ended September 30, 2024 to US$650,607 for the same period in 2025, representing an increase of 148.4%. The increase was primarily due to higher direct labor costs and outsource accounting services fees resulting from the expanded workforce needed to meet growing market demand.

Gross margin

As a result of foregoing, our gross margin decreased from 57.9% for the six months ended September 30, 2024 to 42.1% for the same period in 2025, primarily attributable to the growth in direct labor cost due to an increase in staff headcount.

Operating expenses

Selling and marketing expenses

Our selling and marketing expenses increased from US$162 for the six months ended September 30, 2024 to US$186 for the same period in 2025, representing an increase of 14.8%. This increase was primarily due to a slightly increase in our advertising and promotion expenses.

General and administrative expenses

Our general and administrative expenses increased from US$121,825 for the six months ended September 30, 2024 to US$216,551 for the same period in 2025, representing an increase of 77.8%. The increase was primarily attributable to the increase in staff costs from US$76,524 for the six months ended September 30, 2024 to US$ 158,326 for the same period in 2025. This increase mainly due to the rise in performance-related bonus for directors and employees.

Other (expenses)/income

Other expenses were US$3,051 for the six months ended September 30, 2025, which mainly consists of reimbursements for out-of-pocket expenses and corporate Income tax rebate. Other income were US$4,962 for the six months ended September 30, 2024, which mainly consists of reimbursements for out-of-pocket expenses and corporate Income tax rebate.

Financial expenses, net

Our financial expenses, net were US$5,548 for the six months ended September 30, 2025, compared with US$12,471 for the six months ended September 30, 2024, primarily from the interest expenses derived from the bank borrowings.

Net income

As a result of the foregoing, our net income was US$248,411 for the six months ended September 30, 2025, as compared to US$207,250 for the same period in 2024.

Results of Operations

For the year ended March 31, 2025 compared to the year ended March 31, 2024:

The following table sets forth a summary of our combined results of operations for the years indicated, both in absolute amounts and as percentages of our revenues. This information should be read together with our combined financial statements and related notes included elsewhere in this prospectus. The historical operating results are not necessarily indicative of the results that may be expected for any future period.

Revenues

Our revenues increased from US$712,823 for the year ended March 31, 2024 to US$2,019,498 for the year ended March 31, 2025, representing a year-on-year increase of 183.3%. The increase was primarily attributed to the revenues generated from our corporate services, while the revenues generated from our software support services remained relatively stable.

Corporate services.    Revenues from corporate services increased by 186.2% from US$701,429 for the year ended March 31, 2024 to US$2,007,562 for the year ended March 31, 2025, primarily attributed to our introduction and rapid expansion of our consulting services, which increased from nil in 2024 to US$1,022,422 in 2025. We initiated 12 project engagements in consulting services in 2025 compared to zero in the prior year, and achieved an average fee per engagement of approximately US$85,202.

Software support services.    Revenues from software support services slightly increased from US$11,394 for the year ended March 31, 2024 to US$11,921 for the year ended March 31, 2025.

Cost of Revenues

Our cost of revenues increased from US$355,073 for the year ended March 31, 2024 to US$413,116 for the year ended March 31, 2025, representing a year-on-year increase of 16.3%. The increase was primarily due to higher direct labor costs resulting from the expanded workforce needed to meet growing market demand, and partially offset by the decrease in outsource accounting services fees.

Gross margin

As a result of foregoing, our gross margin increased from 50.2% for the year ended March 31, 2024 to 79.5% for the year ended March 31, 2025, primarily attributable to the growth in the revenue generated from consulting services with higher gross margin.

Operating expenses

Selling and marketing expenses

Our selling and marketing expenses increased from US$141,047 for the year ended March 31, 2024 to US$211,963 for the year ended March 31, 2025, representing a year-on-year increase of 50.3%. This increase was primarily due to an increase in our selling and marketing headcount.

General and administrative expenses

Our general and administrative expenses increased from US$287,014 for the year ended March 31, 2024 to US$411,834 for the year ended March 31, 2025, representing a year-on-year increase of 43.5%. The increase was primarily attributable to (i) the increase in staff costs from US$85,124 in 2024 to US$141,847 in 2025, mainly due to increase in director’s salary and bonus; and (ii) the increase in provision for credit losses for accounts receivable and amounts due from related parties from nil in 2024 to US$53,456 in 2025.

Other income

Other income mainly consists of reimbursements for out-of-pocket expenses. Our other income increased from US$8,199 for the year ended March 31, 2024 to US$19,129 for the year ended March 31, 2025, driven mainly by higher expense reimbursements.

Financial expenses, net

Our financial expenses, net were US$25,460 for the year ended March 31, 2025, compared with US$440 for the year ended March 31, 2024, primarily from the interest expenses derived from the bank borrowings.

Net income/(loss)

As a result of the foregoing, our net income was US$890,638 for the year ended March 31, 2025, as compared to net loss of US$62,552 for the year ended March 31, 2024.

Liquidity and Capital Resources

To date, our principal sources of liquidity have been cash from operating activities. As of September 30, 2025, our cash were US$328,313.

Based on our current level of operations and available cash, we believe our available cash, and committed funding from bank and credit facilities will provide sufficient liquidity to fund our current obligations, projected working capital requirements, debt service requirements and capital spending requirements for at least the next 12 months. We may, however, require additional cash resources due to changing business conditions or other future developments, including any investments or acquisitions we may decide to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may seek to sell equity or equity-linked securities, sell debt securities or borrow from banks. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities would result in additional dilution to our shareholders. The incurred of indebtedness and issuance of debt securities would result in debt service obligations and could result in operating and financial covenants that restrict our operations and our ability to pay dividends to our shareholders.

Summary of Cash Flows

The following table summarizes our cash flows for the six months ended September 30, 2025 and 2024:

The following table summarizes our cash flows for the years ended March 31, 2025 and 2024:

Operating Activities

Net cash provided by operating activities for the six months ended September 30, 2025 was US$773,148, primarily attributable to (i) our net income of US$248,411, as adjusted by the reconciliation of net income to net cash provided by operating activities, which primarily comprised provision for credit loss of US$8,340 and depreciation of US$6,340, offset by deferred income tax benefit of US$1,418; and (ii) changes in operating assets and liabilities, which were primarily the result of (a) a decrease in accounts receivable of US$495,819 as a result of proactive collection efforts of accounts receivable, (b) an increase in amounts due to related parties of US$127,513, mainly due to the increase in unpaid dividends and advance payments that related parties paid for operating expenses, and (c) a decrease in accrued revenue of US$154,787, resulting from improved billing efficiency during the period, partially offset by (a) a decrease in accrued expenses and other current liabilities of US$280,612, mainly due to the payment of audit fees, and (b) a decrease in accounts payable of US$29,553 as a result of improved payment efficiency.

Net cash provided by operating activities for the six months ended September 30, 2024 was US$141,194, primarily attributable to (i) our net income of US$207,250, as adjusted by the reconciliation of net income to net cash provided by operating activities, which primarily comprised depreciation of US$6,641 and provision for credit loss of US$5,281; and (ii) changes in operating assets and liabilities, which were primarily the result of (a) an increase in amounts due to related parties of US$34,936 mainly due to the increase in advance payments that related parties paid for operating expenses, and (b) an increase in income tax payable of US$25,886, partially offset by (a) a decrease in accrued expenses and other current liabilities of US$280,611 mainly due to the decrease in unpaid wages, (b) an increase in accounts receivable of US$37,278 as a result of the increase in our revenue, and (c) an increase in amounts due from related parties of US$32,223 mainly due to an increase in advance payment that related parties received from us for operating expenses.

Capital Commitments

We did not have any capital commitment during the six months ended September 30, 2025 and the years ended March 31, 2025 and 2024 and through to the date of this prospectus.

Contingencies

In the ordinary course of business, we may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. We record contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or, to the knowledge of management, threatened claims and litigation as of September 30, 2025 and through the date of this prospectus.

Off-Balance Sheet Arrangements

During the periods presented, we did not have, nor do we currently have, significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.

Critical Accounting Policies and Management Estimates

We prepare our unaudited condensed consolidated and combined financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates and assumptions on our own historical data and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates and assumptions on an ongoing basis.

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

The critical accounting policies, judgments and estimates that we believe to have the most significant impact on our unaudited condensed consolidated and combined financial statements are described below, which should be read in conjunction with our unaudited condensed consolidated and combined financial statements and accompanying notes and other disclosures included in this annual report. When reviewing our financial statements, you should consider.

(1)    our selection of critical accounting policies;

(2)    the judgments and other uncertainties affecting the application of such policies;

(3)    the sensitivity of reported results to changes in conditions and assumptions;

Our critical accounting policies and practices include the following: (i) credit losses; (ii) revenue recognition; and (iii) income taxes. See Note 2 — Summary of Significant Accounting Policies to our combined financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We consider our critical accounting estimates include provision for credit losses.

Provision for credit losses

In accordance with Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments — Credit Losses, we evaluate our accounts receivable, accrued revenue, amounts due from related parties, guarantee and deposit receivable for expected credit losses on a regular basis. We use an aging schedule method in combination with current situation adjustment, to determine the loss rate of receivable balances and evaluate the expected credit losses on an individual basis. When estimating current expected credit losses, we make the assessment based on various factors, including aging of receivable balances, historical collection experience, credit-worthiness of debtor, current economic conditions, changes in our customer collection trends, reasonable and supportable forecasts of future economic, and other factors that may affect our ability to collect from the debtors. We provide general provisions for credit losses for the receivables with aging over one year. We also provide specific provisions for credit losses when facts and circumstances indicate that the receivable is unlikely to be collected.

Expected credit losses are included in general and administrative expenses in the consolidated statements of operations and comprehensive income/(loss). The allowance for current expected credit losses and corresponding receivables were written off when they are determined to be uncollectible.

For the six months ended September 30, 2025 and 2024, we reversed US$4,541 and recorded US$5,281 provision for credit losses for accounts receivable, respectively. We did not record any provision for credit losses for other receivable for the six months ended September 30, 2025, and 2024, respectively. For the six months ended September 30, 2025 and 2024, we recorded US$12,881 and nil credit losses for amounts due from related parties, respectively.

For the years ended March 31, 2025 and 2024, we recorded US$10,944 and nil credit losses for accounts receivable, respectively. We did not record any provision for credit losses for other receivable for the years ended March 31, 2025, and 2024, respectively. For the years ended March 31, 2025 and 2024, we recorded US$42,512 and nil credit losses for amounts due from related parties, respectively.

Recent Accounting Standards

We are an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We do not opt out of extended transition period for complying with any new or revised financial accounting standards. Therefore, our unaudited condensed consolidated and combined financial statements may not be comparable to companies that comply with public company effective dates.

In January 2025, the FASB issued ASU 2025-01 “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” to clarify the effective date provisions of ASU 2023-09 related to expense disaggregation disclosures. The amendments do not change the underlying disclosure requirements but provide clarification on timing of adoption. ASU 2025-01 is effective consistent with the effective date of ASU 2023-09. We are currently evaluating the impact that the adoption of these standards will have on our unaudited condensed consolidated and combined financial statements.

In July 2025, the FASB issued ASU 2025-05 “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which provides a practical expedient for measuring expected credit losses on certain short-term receivables and contract assets when credit losses are expected to be insignificant. The amendments are intended to simplify application of Topic 326 for entities with immaterial credit risk exposure on these balances. ASU 2025-05 is effective for fiscal years, including interim periods, beginning after December 15, 2025. Early adoption is permitted. We are currently evaluating the impact of adopting ASU 2025-05 on our unaudited condensed consolidated and combined financial statements.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated and combined financial statements upon adoption. We do not discuss recent standards that are not anticipated to have an impact on or are unrelated to our consolidated balance sheets, statements of operations and comprehensive income and statements of cash flows.

Quantitative and Qualitative Disclosures about Market Risks

Foreign Exchange Risk

Foreign currency risk is the risk of loss resulting from changes in foreign currency exchange rates. Fluctuations in exchange rates between the Singapore Dollars (“SGD”) and other currencies in which we conduct business may affect our financial position and results of operations.

Our subsidiaries operate in Singapore with substantially all of their transactions settled in SGD. As a result of, we are mainly exposed to foreign exchange risk arising from our cash denominated in SGD.

However, we consider that our business in Singapore is not exposed to any significant foreign exchange risk as our subsidiaries do not have significant financial assets or liabilities denominated in the currencies other than SGD.

Credit Risk

Financial instruments that potentially expose us to concentration of credit risk consist primarily of accounts receivable. We conduct credit evaluations of our customers and generally do not require collateral or other security from them. We evaluate our collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. We conduct periodic reviews of the financial condition and payment practices of our customers to minimize collection risk on accounts receivable.

Interest Rate Risk

We are subject to interest rate risk. Bank interest bearing loans are charged at variable interest rates within the reporting period. We are subject to the risk of adverse changes in the interest rates charged by the banks when these loans are refinanced.

BUSINESS

Overview

We are a Singapore-based corporate and consulting services provider. We specialize in providing comprehensive professional corporate and advisory services to small and medium-sized enterprises, primarily in the Republic of Singapore. Our wide range of services support our clients from their inception through expansion, providing strategic insights and market expertise, facilitating efficient cross-border operations, and guiding them through compliance challenges in new markets. Our services include company incorporation, accounting and finance, tax compliance, visa and immigration, and cross-border business expansion advisory. We believe the broad range of services we are able to offer our clients in the form of one-stop solutions represents a key competitive advantage over our competitors.

We specialize in helping foreign companies and individuals establish and operate their businesses in Singapore. With our deep understanding of the local regulatory landscape, business environment, and market practices, we provide end-to-end support — from company incorporation and visa services to tax compliance and operational setup. Our experienced team ensures a seamless and efficient market entry process, enabling our clients to focus on growth from day one.

We also support Singapore-based companies in expanding their operations internationally. Leveraging our strong regional expertise and strategic networks, we offer tailored advisory, market research, and cross-border consultation services for markets including Thailand, Indonesia, Malaysia, Australia, and select countries in Europe. Our proven track record and dedicated team make us a trusted partner for Singapore enterprises seeking sustainable global growth.

We have established a diversified international client base. As of September 30, 2025, our services reached clients in over 20 countries and regions. Our clients operate across a diverse range of industries, including service, professional services, manufacturing and construction, and trading, which accounted for approximately 50.6%, 14.5%, 10.8%, and 8.3% of our revenue, respectively, for the six months ended September 30, 2025. For the fiscal year ended March 31, 2025, service, manufacturing and construction, trading, and professional services accounted for approximately 28.1%, 25.6%, 14.0%, and 12.5% of our revenue, respectively. These four sectors together contributed approximately 84.2% and 80.2% of our total revenue for the six months ended September 30, 2025 and for the fiscal year ended March 31, 2025, reflecting the resilience and diversity of our client base across both traditional and modern service industries.

We experienced rapid growth in recent periods. Our revenue grew by 183.3% from US$712,823 for the year ended March 31, 2024 to US$2,019,498 for the year ended March 31, 2025. Our net income was US$890,638 for the year ended March 31, 2025, as compared to net loss of US$62,552 for the year ended March 31, 2024. Our revenue grew by 80.7% from US$622,119 for the six months ended September 30, 2024 to US$1,124,310 for the six months ended September 30, 2025. Our net income was US$248,411 for the six months ended September 30, 2025, as compared to net income of US$207,250 for the six months ended September 30, 2024.

Market opportunities

Demand from Foreign Companies Establishing a presence in Singapore

Singapore’s well-developed infrastructure, robust legal and regulatory framework, transparent business environment, and strategic location have positioned it as a key financial, trade, and technology hub in Asia and a premier global destination for foreign investment. Singapore has signed bilateral tax agreements with more than 80 countries, effectively avoiding double taxation of multinational companies. In addition, Singapore is a member of the Regional Comprehensive Economic Partnership (RCEP), the world’s largest free trade agreement that includes 15 Asia-Pacific economies. The proportion of foreign-invested enterprises in Singapore increased from 20.30% in 2020 to 21.24% in 2024, according to the Singapore Statistics Bureau.

Source: Singapore Statistics Bureau

The inflow of foreign capital has driven increased demand for corporate services, as foreign companies setting up a business in Singapore face a range of implementation challenges, including navigating complex regulatory and licensing requirements, adapting to local tax and accounting standards, and complying with employment laws and visa regulations. Cultural and communication differences can also pose obstacles, particularly in managing local teams or negotiating with partners. These challenges often extend the setup timeline and increase compliance risks without the support of experienced local service providers, such as us. Our one-stop service model streamlines this process by simultaneously addressing compliance risks and accurately aligning with the core demands of each enterprise, often reducing the setup period to just one month.

Demand from Local Singapore Companies

Singapore’s business landscape is dominated by SMEs, many of which rely on outsourced corporate services to ensure compliance with local regulatory requirements. Outsourced solutions offer cost-effectiveness and access to professional expertise, particularly valuable for resource-constrained SMEs navigating complex areas such as accounting, taxation, company secretarial functions, and human resources (“HR”) administration. Since 2020, the number of SMEs in Singapore has continued to grow, contributing to the steady expansion of the corporate services market.

Source: Singapore Statistics Bureau

Our Competitive Strengths

We believe the following competitive strengths have contributed to our success to date and will continue to differentiate ourselves from our competitors:

•        Strong brand reputation and industry recognition.    We benefit from a well-established reputation for delivering high-quality, internationally compliant services, earning recognition for reliability, innovation, and performance across diverse markets. Our credibility is further reinforced by industry accolades, including our designation as a Gold Partner on the XERO cloud-based accounting software platform, underscoring our credibility and industry standing.

•        Strong client base and customer loyalty driven by our commitment to exceptional customer services.    We have established a diverse and loyal customer base, having served over 300 corporate clients worldwide across a broad range of industries, including manufacturing and construction, services, professional services, and trade. We provide customized solutions to a variety of sectors, including law firms, retailers, and technology companies. We prioritize customer satisfaction through a dedicated support team that offers timely assistance, comprehensive solutions, and personalized service to ensure long-term partnerships. This focus on personalized service has fostered strong customer loyalty, as evidenced by a client renewal rate of over 86% for the year ended March 31, 2025, based on the proportion of clients from the year ended March 31, 2024 who remained clients in 2025.

•        Comprehensive, end-to-end service offering.    We provide a broad range of corporate services that support our clients throughout the entire business lifecycle, including company formation and registration, corporate secretarial services, ongoing compliance, accounting and tax reporting, payroll administration, and cross-border business advisory. In addition, we offer domestic and international research and consulting services, and tax planning services, as well as immigration and visa services. This allows us to build strong relationships with our clients and facilitates a relationship-centric focus whereby we maintain ongoing contact with our clients and can continue provide services to them.

•        Cross-border and regional expertise.    Leveraging our strong regional expertise and strategic networks, we offer tailored advisory, market research, and cross-border consultation services for markets including Thailand, Indonesia, Malaysia, Australia, and select countries in Europe. Our proven track record and dedicated team make us a trusted partner for Singapore enterprises seeking sustainable global growth.

•        Experienced and highly qualified management and professional team.    Our management team is led by Mr. Lum Kian San, our founder, chairman of the board of directors and chief executive officer. Mr. Lum has over a decade of experience in the finance and auditing industry, previously holding key roles at Ernst & Young (EY) and KPMG, where he was responsible for the auditing and risk assessment of numerous multinational corporations. He oversees our overall strategic development and operation. Our team of nearly 20 professionals brings together diverse cultural backgrounds and is fluent in English, Mandarin, Cantonese, and Malay. With deep understanding of the business landscapes and compliance requirements in key markets such as Singapore, Malaysia, and Thailand, we are well equipped to deliver efficient and professional support tailored to businesses at every stage of the corporate lifecycle.

•        Commitment to innovation.    We consistently enhance service performance by integrating cutting-edge technologies and staying ahead of market trends. This is reflected in our ongoing digitalization of processes and our proactive adoption of new technologies to improve operational efficiency and effectiveness.

Our Strategies

Expansion into New Business Segments

We are considering the potential to diversify our offerings by entering emerging business areas, including the provision of marketing services to corporate clients. Although this remains exploratory at present, with no concrete plans or commitments and no certainty of implementation in the foreseeable future, we believe that expanding into new services areas can help us to capture new growth opportunities and enhance our market resilience.

Strategic Customer and Partner Development

We aim to strengthen relationships with key clients and actively pursue new strategic partnerships, both domestically and internationally. These efforts are intended to broaden distribution channels and accelerate market penetration.

Investment in Innovation and Technological Advancement

We plan to continue to invest in service innovation and advance digital transformation initiatives to sustain our competitive edge.

International Market Expansion

We plan to continue to pursue growth in overseas markets through targeted marketing campaigns and localized service offerings, with the objective of increasing international revenue contributions and establishing a globally recognized brand.

Our Services

During the financial reporting periods presented in this prospectus, we have operated our business in two segments: corporate services and software support services, which accounted for 99.4% and 0.6% of our revenue, respectively, for the year ended March 31, 2025. These two segments accounted for 97.3% and 2.7% of our revenue, respectively, for the six months ended September 30, 2025. Our corporate services offering primarily consists of corporate accounting and business services, domestic and international research and consulting services, and tax planning and immigration services.

Corporate Accounting and Business Services

We provide a comprehensive suite of corporate services tailored to support SMEs, including international clients establishing a presence in Singapore. Leveraging deep regulatory knowledge and local market expertise, we help SMEs navigate complex statutory requirements efficiently, enabling them to focus on core business operations. By delivering scalable and cost-effective services, we have established ourselves as a trusted partner in the long-term success of our SME clients.

•        Incorporation services:    Company registration, business name registration, preparation of share certificates, memorandum & articles of association related documentation, and other related filings;

•        Corporate secretarial services:    Assistance with compliance under Singapore law, including the statutory requirement to appoint a corporate secretary within six months of incorporation;

•        Taxation services:    Preparation and submission of annual income tax returns and assistance with tax-related queries from regulatory authorities;

•        Payroll services:    Provision of payroll software solutions and ongoing payroll processing;

•        Goods and Services Tax (GST) registration:    In Singapore, a business needs to register for GST if it has a taxable annual turnover exceeding S$1 million, and can voluntarily register for GST if it has a taxable annual turnover less than S$1 million. We provide assistance to companies with registering for GST in Singapore;

•        Annual general meeting and annual return filing services:    Assistance with organizing shareholder meetings and filing annual returns with the relevant regulatory authorities;

•        Nominee director services:    Provision of nominee directors for companies that do not meet local resident director requirements under Singapore regulations.

Domestic and International Research and Consulting Services

We assist Singapore-based enterprises with overseas expansion and support international clients in establishing and operating their businesses in Singapore by providing strategic insights and market expertise.

•        Market research and analysis:    Focused on key Asian jurisdictions such as Singapore, Hong Kong, Malaysia, and Thailand, including industry trend analysis, competitive landscape assessments, and consumer behavior studies; Assist clients to understand local policies and regulations, cultural differences and business environment;

•        Strategic positioning and implementation planning:    Formulating localization strategies and brand implementation paths. This includes evaluating partners and investment opportunities, and helping avoid legal and business risks. Implementation suggestions are provided, such as site selection, company establishment, recruitment, and operation process optimization;

•        Data-driven business analysis:    Customized research based on primary and secondary data sources, including reports such as SWOT analyses, business model evaluations, and market size forecasts, supported by industry-standard tools and methodologies;

•        Cross-border market entry support:    Assistance for Singapore-based clients expanding into overseas markets, especially in Southeast Asia, and for foreign enterprises establishing operations in Singapore, with services designed to facilitate regulatory compliance and local resource integration.

Tax Planning and Immigration Services

We provide tax planning and immigration services to high net worth individuals, business owners and technology talents.

•        Cross-border tax structuring:    Design of tax-efficient structures based on a client’s business layout and income sources across jurisdictions such as Singapore, Hong Kong, and Malaysia;

•        Tax compliance services:    Preparation and filing of income tax, Goods and Services tax (GST), dividend, and capital gains and other related taxes declarations in accordance with local regulatory requirements;

•        Tax risk management:    Identification of potential tax exposure and provision of advisory services to mitigate tax-related risks;

•        Immigration services:    Application support for employment passes, dependent passes, and other relevant visas in Singapore;

•        Permanent residency (PR) advisory:    Development of application strategies, document preparation, and interview coaching to enhance the likelihood of approval;

•        Customized relocation solutions:    Services for high-net-worth individuals, business owners, and skilled professionals, including family office setup, wealth and inheritance planning, and long-term residency strategies.

Software support services

We also generate a small portion of our revenue from reselling of third-party accounting software to clients and providing clients with implementation and training services related to accounting software.

We utilize a diversified revenue model designed to ensure stable recurring income while capturing one-time project opportunities:

•        Retainer Model.    Clients are charged a fixed monthly or quarterly fee for ongoing services such as bookkeeping and compliance maintenance.

•        Project-Based Model.    Revenue is generated through one-time engagements, including tax filings, tax planning, consulting services, and Xero system implementation.

•        Subscription Model.    We earn recurring income from clients subscribing to the Xero software through our platform.

Our Clients

Our clients consist primarily of SMEs headquartered in Singapore, and corporate clients headquartered in Australia and Europe. These clients operate in a wide range of industries, including manufacturing, construction, services, professional services, and trade. Our clients also include high net worth individuals, business owners and technology talents.

Our client base expanded from 258 clients for the year ended March 31, 2024 to 416 for the year ended March 31, 2025. Our client portfolio spans a broad range of industry sectors. For the six months ended September 30,2025 the largest contributors to our revenue by sector were as follows: (i) services (50.6% of revenue); (2) professional services (14.5%); (iii) manufacturing & construction (10.8%); and (iv) trading (8.3%). For the year ended March 31, 2025 the largest contributors to our revenue by sector were as follows: (i) services (28.1% of revenue); (2) manufacturing & construction (25.6%); (iii) trading (14.0%); and (iv) professional services (12.5%). We have established a diversified international client base. As of September 30, 2025, our services reached clients in over 20 countries and regions.

For the six months ended September 30, 2025, our largest client accounted for approximately 22.0% of our revenues. For the year ended March 31, 2025, our two largest clients accounted for approximately 21.0% and 11.0% of our revenues, respectively. Our largest client accounted for approximately 15.0% of our revenues for the year ended March 31, 2024. No other client accounted for more than 10% of our revenues during either of the past two fiscal years and six months ended September 30, 2025. We believe our relationships with our major clients, including our three largest clients in each of the last two fiscal years, are stable. However, due to the nature of our services, particularly incorporation, registration, and initial market entry support, we generally expect a significant portion of our revenue to come from new clients each year, who typically require more comprehensive support during the early stages of engagement. As we continue to scale our operations and expand our service offerings and geographic reach, we anticipate that client concentration will decrease over time, with a more diversified client base contributing to our future growth.

Marketing and Sales

We employ a multi-channel marketing approach to drive client acquisition and brand visibility:

•        Direct Sales.    The sales team engages in cold calling and targeted direct mail campaigns, particularly reaching out to companies approaching compliance deadlines to offer relevant services.

•        Referral Network.    We leverage relationships with existing clients and strategic partners, including immigration consultants, banks, recruitment agencies, and law firms, to generate client referrals.

•        Digital Marketing.    We utilize digital platforms and tools, including BOMA marketing tools for mass email campaigns, as well as social media channels such as Facebook, Instagram, and LinkedIn, to promote our services. We also invest in search engine optimization (“SEO”) to improve search engine visibility and generate inbound leads through search engines such as Google.

•        Events and Seminars.    We regularly participate in expos and other networking events to increase our brand exposure and connect with potential clients and partners.

•        Marketing Partnerships.    We also engage marketing firms that help source corporate services work, such as accounting and corporate secretarial services, on our behalf.

Competition

We operate in the corporate services and advisory industry, which includes company incorporation, corporate secretarial services, accounting and tax compliance, cross-border advisory, and immigration-related services. With respect to services provided to small and medium-sized corporate clients, we largely compete with small, single-office independent professionals and professional service firms such as local law firms and accountancy firms. We believe the principal competitive factors in such industries include industry expertise, breadth and depth of service offerings, quality of services, strength of client relationship, local presence, recognition of brand, marketing and selling skills and pricing.

Employees

We had 9, 12 and 17 full time employees as of March 31, 2023, 2024 and 2025, respectively. The following table sets forth the numbers of our full-time employees, categorized by function, as of March 31, 2025:

The following table sets forth the number of our full-time employees by location as of March 31, 2025:

We enter into employment contracts with our full-time employees. The remuneration payable to our employees includes fixed salaries, performance-based bonuses and commissions for sales employees. We determine employees’ remuneration based on a number of factors including years of experience, qualifications and market rates.

In Singapore, we are required to make contributions for our employees who are Singapore citizens or Singapore permanent residents and who are not otherwise exempted, at specified percentages of the employees’ salaries, bonuses, and certain allowances, up to a maximum amount specified by legislation.

None of our employees are represented by a labor union or collective bargaining agreements. We consider our employee relations to be good and we have not experienced any significant labor disputes.

Properties

As of the date of this prospectus, our principal offices are located at 73 Ubi Road 1, #05-54 Oxley Bizhub, Singapore 408733, where we own approximately 100 square meters of office space. This property is subject to a mortgage pursuant to a loan agreement entered into by and between CFO CA Pte. Ltd. and CIMB Bank Berhad in the principal amount of S$531,000. We believe these facilities are adequate to meet our operational needs for the foreseeable future.

Intellectual Property

As of the date of this prospectus, we have not registered any patent, copyright, or trademark. We have registered our domain name and website. You can find our website at [•]. Information contained on our website does not constitute part of this prospectus.

Insurance

Other than the government-mandated insurance and central provident fund schemes, a fire insurance policy covering our property at 73 Ubi Road 1, #05-54 Oxley Bizhub, Singapore 408733 and a professional indemnity insurance for YCS Singapore, we do not maintain any other insurance covering our properties, equipment or employees, and we do not carry any business interruption or liability insurance or any third-party liability insurance to cover claims in respect of personal injuries or any damages arising from accidents on our properties or in relation to our operations. We believe that our insurance coverage is in line with industry practice. Any uninsured occurrence of business disruption, litigation or natural disaster, or significant damages to our uninsured equipment or facilities could have a material adverse effect on our results of operations. See “Risk Factors — Risks Relating to Our Business and Industry — Our insurance coverage is limited and may not be adequate to cover potential losses and liabilities. A significant uninsured loss or a loss in excess of our insurance coverage could have a material adverse effect on our results of operations and financial condition.”

Legal Proceedings

We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash-flow or results of operations. However, we may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of business.

REGULATIONS

This section sets forth a summary of the significant regulations or requirements in the jurisdictions where we conduct our material business operations, namely Singapore. The primary laws and regulations to which we are subject relate to dividend distributions, employment, licences for our business, anti-money laundering and terrorism financing and intellectual property rights.

Regulations on Dividend Distributions

The governing legislation for the distribution of dividends in Singapore is the Companies Act 1967 (the “Singapore Companies Act”). Under the Singapore Companies Act, a Singapore company is only allowed to pay dividends out of profits in compliance with Section 403 of the Singapore Companies Act (which prohibits dividends from being paid out of profits applied towards the purchase of the company’s own shares or gains derived by the company from the disposal of treasury shares) and in accordance with the company’s constitution and the generally acceptable accounting principles in Singapore.

Regulations on Employment

The Employment Act 1968 (“Employment Act”) generally extends to all employees, except for certain groups of employees. It provides employees falling within its ambit protections such as minimum notice periods, maximum working hours, a maximum amount of deductions from wages, minimum holidays and rest days, maternity leave, childcare leave and sick leave. The Employment Act also applies to employees who are foreigners so long as they fall within the definition of “employee” under the Employment Act.

The Child Development Co-Savings Act 2001 (“CDCA”) provides enhanced benefits such as maternity leave, childcare leave, paternity leave and adoption leave for parents of children who are Singapore citizens.

Aside from minimum benefits in respect of the aforesaid terms of employment in the Employment Act and the CDCA, employees in Singapore are entitled to contributions to the central provident fund by the employer as prescribed under the Central Provident Fund Act 1953. The specific contribution rate to be made by employers varies depending on whether the employee is a Singapore citizen or Singapore permanent resident (“SPR”), the conversion year of SPR status, the age group and wage band of the employee. Generally, for employees who are Singapore citizens and Singapore permanent resident, 55 years old or below and that earn more than S$750 a month, the employer’s contribution rate is 17% of the employee’s wages.

The Employment of Foreign Manpower Act 1990 (“EFMA”) provides that no person shall employ a foreign employee unless the foreign employee has a valid work pass and outlines an employer’s responsibilities and obligations for employing foreigners such as application and cancellation of such work passes, medical insurance, levy and repatriation of foreign employees. Work passes are issued by the Controller of Work Passes under the Ministry of Manpower (“MOM”). The EFMA covers employers of foreign employees, and any person issued a work pass by the MOM.

Regulations on Anti-money Laundering and Prevention of Terrorism Financing

The primary anti-money laundering legislation in Singapore is the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 (“CDSA”), which provides for the confiscation of benefits derived from, and to combat, corruption, drug dealing and other serious crimes. Generally, the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct as well as the knowing assistance of the concealment, transfer or retention of such benefits.

The Terrorism (Suppression of Financing) Act 2002 (“TSOFA”), is the primary legislation for the combating of terrorism financing. It was enacted to give effect to the International Convention for the Suppression of the Financing of Terrorism which was adopted by Singapore in 2001.

Besides criminalizing the laundering of proceeds derived from drug dealing and other serious crimes and terrorism financing, the CDSA and the TSOFA also require suspicious transaction reports to be lodged with the Suspicious Transaction Reporting Office or to report any information regarding a transaction in terrorist property to the relevant authorities. If any person fails to lodge the requisite reports under the CDSA and the TSOFA, it may be subject to criminal liability.

MANAGEMENT

Directors and Executive Officers

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

The following is a brief biography of each of our executive officers, directors and director nominees:

Mr. Lum Kian San is our Chairman of the Board and Chief Executive Officer. He has been a director of Your Corporate Solutions Pte. Ltd. since 2022, where his responsibilities include strategic leadership, policy development, stakeholder engagement, financial oversight, and organizational growth. He has been a director of CFO CA Pte. Ltd. since 2019, focusing on budgeting, recruitment, investor relations, and international expansion. Mr. Lum’s previous roles include serving as an accountant at ISEC Healthcare Ltd, where he handled financial reporting and sustainability initiatives. He also held senior audit positions at Ernst & Young LLP and KPMG, where he conducted audits and evaluated internal controls. He holds a Bachelor of Accountancy from the University of Malaya and is a Chartered Accountant registered with the Malaysian Institute of Accountants. He is fluent in English, Malay, and Mandarin.

Mr. Gan Wah Tak has served as our Chief Financial Officer since September 2025. Mr. Gan is an experienced accounting professional with nearly a decade of supervisory and senior-level experience in Singapore, specializing in financial reporting, tax compliance, and team management within corporate service firms. Since September 2024, Mr. Gan has served as accounts supervisor at Your Corporate Solutions Pte. Ltd, our wholly owned subsidiary in Singapore. From March 2016 to August 2024, Mr. Gan held various positions at CFO Accounts & Services Pte. Ltd., including accounts supervisor from March 2022 to August 2024, and senior accounts executive prior to that. Mr. Gan is a member of the Association of Chartered Certified Accountants (ACCA), an ASEAN Chartered Professional Accountant, and a Chartered Accountant of Malaysia.

Ms. Xinting Hu has served as our director since June 2025. She has been a director of Jiangsu Jiade’an Gas Equipment Technology Co., Ltd. since 2018 and a lecturer at New Oriental Training School in Shenzhen, China since 2022. From 2013 to 2020, Ms. Hu served as a director of Jade Holding HK Limited, a Hong Kong-based company. Ms. Hu holds a bachelor’s degree in International Relations and Psychology from the Australian National University.

Mr. Cheng Xun Lee will be an independent director of the Company immediately upon listing of our Class A Ordinary Shares on the NYSE American. Mr. Lee is currently the Account Director at Human & Eco Energy Resources Development Sdn Bhd, a role he has held since September 2018, overseeing the company’s finance, administration and purchasing operations. Previously, he served as Finance & Administrative Manager at Starlite Printers (M) Sdn Bhd from April 2017 to August 2018, where he was responsible for finance, administration, human resources, warehousing, purchasing, and inventory management. From October 2013 to January 2017, he was a Senior Associate in Audit Assurance at PricewaterhouseCoopers, conducting audit engagements across a wide range of industries. Mr. Lee holds a Bachelor of Accounting (Honours) degree from Multimedia University, Malaysia.

Mr. Wong Zhen Jie will be an independent director of the Company immediately upon listing of our Class A Ordinary Shares on the NYSE American. Mr. Wong Zhen Jie has more than 12 years of experience in accounting, auditing, and financial management. Since March 2023, he has been serving as Finance Team Lead at Technoform Edge Bond Solutions Singapore Pte. Ltd., where he is responsible for financial accounting, management reporting, cash flow forecasting, budgeting, and internal audit and compliance projects of the company. From January 2022 to

January 2023, Mr. Wong served as a Senior Audit Manager at KPMG Singapore, where he managed audit engagements, advised clients on complex accounting issues, and reported to audit committees and management. From January 2021 to December 2021, he served as Senior Audit Manager at KPMG Malaysia, where he was responsible for the overall auditing work, after previously serving as Audit Manager from April 2018 to December 2020. Mr. Wong is a member of the Association of Chartered Certified Accountants (ACCA) and a Chartered Accountant of Singapore under the Institute of Singapore Chartered Accountants (ISCA).

Mr. Wong Fei Yang will be an independent director of the Company immediately upon listing of our Class A Ordinary Shares on the NYSE American. Mr. Wong Fei Yang has over 15 years of experience in accounting, finance, and corporate governance matters. Since September 2023, he has been serving as group senior accountant at EPG Data Center Module Sdn Bhd and EPG Engineering Ptd Ltd, where he is responsible for overseeing internal controls, conducting financial and cost analysis, preparing consolidated financial statements, and managing tax and regulatory compliance. From August 2021 to August 2023, Mr. Wong was deputy account manager and acting manager at Dynaciate Engineering Sdn Bhd/Dynaciate (S) Pte. Ltd. From July 2018 to July 2021, Mr. Wong served as the senior account executive at Solutino Pte. Ltd. where he was responsible for full spectrum of accounting function and assisting in the budgeting activities. Mr. Wong is a member of the Association of Chartered Certified Accountants (ACCA) and the Malaysian Institute of Accountants (MIA), an ASEAN Chartered Professional Accountant (ASEAN CPA), and a licensed company secretary with the Companies Commission of Malaysia (SSM).

Board of Directors

Our board of directors will consist of five directors immediately upon listing of our Class A Ordinary Shares on the NYSE American. A director is not required to hold any shares in our company to qualify to serve as a director. A director may vote with respect to any contract or transaction or proposed contract or transaction with the Company notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any such contract or transaction or proposed contract or transaction is considered, provided that such director discloses to his fellow directors the nature and extent of any material interests in respect of any contract or transaction or proposed contract or transaction. Our directors may from time to time at their discretion exercise all the powers of the company to borrow money, mortgage or charge its undertaking, property and assets (present or future) and uncalled capital or any party thereof, and issue debentures, debenture share, bonds or other securities whether outright or as collateral security for any obligation of the company or of any third party. None of our directors has a service contract with us that provides for benefits upon termination of service. As a foreign private issuer, we are permitted to elect to rely on home country practice to be exempted from certain corporate governance requirements of the NYSE American. While we currently intend to voluntarily follow all the NYSE American’s corporate governance rules, including rules regarding committee structure and director independence, we may in the future choose to take advantage of the exemptions afforded to foreign private issuers.

Committees of the Board of Directors

We will establish three committees under the board of directors immediately upon listing of our Class A Ordinary Shares on the NYSE American, including an audit committee, a compensation committee and a nominating and corporate governance committee. 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 Mr. Cheng Xun Lee, Mr. Wong Zhen Jie and Mr. Wong Fei Yang, and will be chaired by Mr. Cheng Xun Lee. We have determined that each of Mr. Cheng Xun Lee, Mr. Wong Zhen Jie and Mr. Wong Fei Yang satisfies the “independence” requirements of the applicable listing rules of the NYSE American and meets the independence standards under Rule 10A-3 under the Exchange Act. Our board of directors has also determined that Mr. Cheng Xun Lee qualifies as an “audit committee financial expert”.

The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. The audit committee is responsible for, among other things:

•        selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services performed by our independent registered public accounting firm;

•        reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response;

•        reviewing and approving all proposed related-party transactions;

•        discussing the annual audited financial statements with management and our independent registered public accounting firm;

•        reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;

•        annually reviewing and reassessing the adequacy of our audit committee charter;

•        meeting separately and periodically with management and our independent registered public accounting firms;

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

•        reporting regularly to the board of directors.

Compensation Committee

Our compensation committee will consist of Mr. Cheng Xun Lee, Mr. Wong Zhen Jie and Mr. Wong Fei Yang, and will be chaired by Mr. Wong Zhen Jie.

The compensation committee assists 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 is responsible for, among other things:

•        reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

•        reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;

•        reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans; and

•        selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will consist of Mr. Cheng Xun Lee, Mr. Wong Zhen Jie and Mr. Wong Fei Yang, and will be chaired by Mr. Wong Fei Yang.

The nominating and corporate governance committee assists the board of directors in selecting directors and in determining the composition of our board and board committees. The nominating and corporate governance committee is 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 composition in light of the characteristics of independence, age, skills, experience and availability of service to us;

•        selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself;

•        developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and

•        evaluating the performance and effectiveness of the board as a whole.

Terms of Directors and Officers

Our directors may be appointed by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant to our memorandum and articles of association. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders (unless he has sooner vacated office) or upon any specified event or after any specified period in a written agreement between our company and the director, if any, and an appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting; but no such term shall be implied in the absence of an express provision. A director will cease to be a director if, among other things, the director (1) becomes bankrupt or makes any arrangement or composition with his creditors; (2) becomes physically or mentally incapable of acting as a director; (3) resigns his office by notice in writing to the company; (4) without the consent of other directors, is absent from board meetings for a continuous period of six months; (5) is prohibited by law from being a director; or (6) is removed from office pursuant to any other provision of our memorandum and articles of association. Our officers are appointed by and serve at the discretion of the board of directors.

Duties of Directors

Under Cayman Islands law, our directors owe to us fiduciary duties, including a duty of loyalty, a duty to act honestly and a duty to act in good faith in what they consider to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than what may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care, and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. Our company has a right to seek damages against any director who breaches a duty owed to us. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by our directors is breached. See “Description of Share Capital — Differences in Corporate Law” for additional information on our standard of corporate governance under Cayman Islands law.

Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:

•        convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;

•        declaring dividends and distributions;

•        appointing officers and determining the term of office of officers;

•        exercising the borrowing powers of our company and mortgaging the property of our company; and

•        approving the transfer of shares of our company, including the registering of such shares in our share register.

Employment Agreements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers. Each of our executive officers is employed for a specified time period, which shall be automatically extended for successive periods of twelve (12) months each unless either party have given advance written notice to the other party that the term is not to be extended. We may terminate an executive officer’s employment by giving a prior written notice or by paying certain compensation. An executive officer may terminate his or her employment at any time by giving a prior written notice.

Each executive officer has agreed to hold, unless expressly consented to by us, at all times during and after the termination of his or her employment agreement, in strict confidence and not to use, any of our confidential information or the confidential information of our consumers. In addition, each executive officer has agreed to be bound by certain non-solicitation and non-competition restrictions, which apply during the term of his or her employment and typically for one year following the last date of employment.

We have also entered 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

For the year ended March 31, 2025, we paid an aggregate of approximately US$ 65,558 in cash to our directors and executive officers as a group.

Code of Business Conduct and Ethics, Insider Trading Policy and Clawback Policy

We will adopt (i) a code of business conduct and ethics that is applicable to all of our directors, officers and employees, (ii) an insider trading policy that applies to our directors, officers, and employees, and (iii) a clawback policy that applies to our directors, officers and employees (collectively, the “Policies”). The Policies will become effective upon the effectiveness of the registration statement of which this prospectus is a part.

PRINCIPAL SHAREHOLDERS

The following table sets forth information concerning the beneficial ownership of our ordinary shares as of the date of this prospectus by:

•        each of our directors and executive officers; and

•        each person known to us to beneficially own more than 5% of our ordinary shares.

The calculations in the table below are based on 20,000,000 ordinary shares, including (i) 19,620,000 Class A Ordinary Shares and (ii) 380,000 Class B Ordinary Shares, outstanding as of the date of this prospectus, and 25,000,000 ordinary shares, including (i) 24,620,000 Class A Ordinary Shares and (ii) 380,000 Class B Ordinary Shares outstanding immediately after the completion of this offering, assuming that the underwriters do not exercise their option to purchase additional Class A Ordinary Shares.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.