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

Registration No. 333 - [*]

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

______________________________________

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

______________________________________

Red Wisdom Creation Limited
(Exact Name of Registrant as Specified in its Charter)

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

______________________________________

807A on the 8th Floor

Office Tower 2 of The Harbourfront

22 Tak Fung Street

Hung Hom, Hong Kong
Tel: 852-46203591

(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
+1-800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________________________

Copies of all communications, including communications sent to agent for service, should be sent to:

______________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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

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

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

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

Emerging growth company. ☒

If an emerging growth company that prepares its consolidated 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 said Section 8(a), may determine.

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

PRELIMINARY PROSPECTUS (Subject to Completion) Dated January 16, 2026

Red Wisdom Creation Limited

4,250,000 Class A Ordinary Shares

We are offering 4,250,000 Class A ordinary shares, US$0.0001 par value per share (“Class A Ordinary Shares”). This is the initial public offering of our Class A Ordinary Shares. Prior to this offering, there has been no public market for Class A Ordinary Shares. We expect the initial public offering price of the Class A Ordinary Shares will be in the range of $4.00 to $5.00 per share.

We have applied to list our Class A Ordinary Shares on the [NYSE American (“NYSE”)/Nasdaq Capital Market (“NASDAQ”)] under the symbol “[*].” At this time, Nasdaq has not yet approved our application to list our Class A Ordinary Shares. The closing of this offering is conditioned upon [NYSE/NASDAQ]’s final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on [NYSE/NASDAQ].

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Our Being an “Emerging Growth Company” and “Risk Factors” on pages 5 and 18, respectively.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Based on our dual-class voting structure, holders of Class A Ordinary Shares will be entitled to one (1) vote per share in respect of matters requiring the votes of shareholders including the election of directors, amendment of memorandum and articles of association, and approval of major corporate transactions, while holders of Class B Ordinary Shares will be entitled to fifty (50) votes per share. Each Class B Ordinary Share shall be convertible into one Class A Ordinary Share at the option of the holder thereof at any time after issue, however, Class A Ordinary Shares are under no circumstances convertible into any Class B Ordinary Shares.

As of the date of this prospectus, 20,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares were issued and outstanding. A shareholder must keep more than 2,700,000 Class B Ordinary Shares to control 50% of the voting right of the Company and control the outcome of matters submitted to shareholders for approval. We will issue 4,250,000 Class A Ordinary Shares in this Offering. Subsequent to the Offering, 24,250,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares will be issued and outstanding. A shareholder must keep more than 2,742,500 Class B Ordinary Shares after the Offering to control 50% of the voting right of the Company and control the outcome of matters submitted to shareholders for approval.

Due to the disparate voting powers associated with our two classes of ordinary shares, Chen Qiu, our chief executive officer, director and controlling shareholder (the “Controlling Shareholder”), will beneficially own approximately 65.44% of our issued and outstanding share capital, and approximately 96.32% aggregate voting power of our Company immediately following the completion of this Offering, assuming that the underwriters do not exercise their over-allotment option. The interests of our Controlling Shareholder may not coincide with your interests, and it may make decisions with which you disagree, including decisions on important topics such as the composition of the board of directors, compensation, management succession, and our business and financial strategy. To the extent that the interests of our Controlling Shareholder differ from your interests, you may be disadvantaged by any action that they may seek to pursue. See “Risk Factors — 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.”

Upon the completion of this offering, Mr. Chen Qiu, our Controlling Shareholder, will beneficially own 14,140,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares, representing approximately 58.31% of our total issued and outstanding Class A Ordinary Shares, and 100% of our total issued and outstanding Class B Ordinary Shares, and representing, in aggregate, 96.32% of the total voting power, assuming the underwriters do not exercise their over-allotment option. As a result, we will be a “controlled company” as defined under corporate governance rules of [NYSE/NASDAQ] and, therefore, eligible for certain exemptions from the corporate governance requirements of the [NYSE American Company Guide/NASDAQ Listing Rules]. Assuming our Controlling Shareholder continues to hold all of his existing Class A Ordinary Shares, he will have to maintain at least 54% of Class B Ordinary Shares prior to the completion of this offering, or 54.85% of Class B Ordinary Shares immediately after the completion of this offering, to continue to control the outcome of matters submitted to shareholders for approval including the election

of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets. We do not intend to rely on these exemptions. Even if we cease to be a controlled company, we may still rely on exemptions available to foreign private issuers. See section titled “Risk Factors — Risks Related to This Offering and the Class A Ordinary Shares — “We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.”

We are not a Hong Kong operating company, but an offshore holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct our operations through our primary operating subsidiary in Hong Kong, Red Wisdom Creation (Hong Kong) Limited, or Red Wisdom HK. While the we have no operations in mainland China, we may be subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. As of the date of this prospectus, we are not subject to the Chinese government’s direct influence or discretion over the manner in which we conduct our business activities outside of the PRC. In addition, we do not expect to be materially affected by recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuer, including but not limited to the cyber security review and regulatory review over overseas listing of our Class A Ordinary Shares through an offshore holding company. However, due to long arm provisions under the current PRC laws and regulations, there remains regulatory uncertainty about any future actions of the Chinese government or authorities in Hong Kong in this regard. We may also be subject to sanctions imposed by PRC regulatory agencies, including the China Securities Regulatory Commission (“CSRC”), if we fail to comply with their rules and regulations. PRC regulatory authorities could disallow our operating structure in the future, and this would likely result in a material change in our operations in Hong Kong and/or the value of our securities, which could cause the value of such securities to significantly decline or become worthless. See Risk Factors — “If the PRC government chooses to exert more oversight and control over cybersecurity, data protection, offerings that are conducted overseas and/or foreign investment in PRC-based issuers, such action could have a material and adverse effect on our business, financial condition, and results of operations and may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.” For more information.

There are legal and operational risks associated with being based in and having the majority of our operations in Hong Kong. The PRC government may exercise significant oversight and discretion over the conduct of our business and may intervene or influence our operations at any time. Such governmental actions:

•        could result in a material change in our operations and/or the value of our Class A Ordinary Shares;

•        could significantly limit or completely hinder our ability to continue our operations;

•        could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors; and

•        may cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

See Risk Factors — “All our operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be implemented quickly with little advance notice. Therefore, our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.” For more information.

We are aware that recently, the PRC government had initiated a series of regulatory actions and new policies to regulate business operations in certain areas in China with little advance notice, including cracking down an illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity (“VIE”) structure, adopting new measures to extend the scope of cyber securities reviews, and expanding the efforts in anti-monopoly enforcement. Our PRC Counsel, Tenet & Partners, confirms that we are not directly subject to these regulatory actions or statements, as we do not operate in mainland China, do not have a VIE structure and our business does not involve the collection of user data,

implicate cybersecurity, or involve any other type of restricted industry. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations and the listing of our Class A Ordinary Shares on a U.S. or other foreign exchanges. Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could result in a material change in our operations and/could significantly limit or completely hinder our ability to conduct our business, accept foreign investment and complete this offering or cause the value of our Class A Ordinary Shares to significantly decline or become worthless. See Risk Factors — “All our operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be implemented quickly with little advance notice. Therefore, our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.” For more information.

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, which came into effect on March 31, 2023. On the same date of the issuance of the Trial Measures, the CSRC circulated No.1 to No. 5 Supporting Guidance Rules, the Notes on the Trial Measures, the Notice on Administration Arrangements for the Filing of Overseas Listing by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice. The Trial Measures, together with the Guidance Rules and Notice, reiterate the basic supervision principles as reflected in the Draft Overseas Listing Regulations by providing substantially the same requirements for filings of overseas offering and listing by domestic companies, yet made the following updates compared to the Draft Overseas Listing Requirements: (a) further clarification of the circumstances prohibiting overseas issuance and listing; (b) further clarification of the standard of indirect overseas listing under the principle of substance over form, and (c) adding more details of filing procedures and requirements by setting different filing requirements for different types of overseas offering and listing. Pursuant to the Trial Measures, the Guidance Rules and Notice, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC within three working days following its submission of initial public offerings or listing application. Our PRC Counsel, Tenet & Partners, has confirmed that as of the date of this prospectus, the Group has no operations in China and is not required to complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures. While the Group has no current operations in China, should we have any future operations in China and should we (i) fail to receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the Cyberspace Administration of China (the “CAC”) or other PRC regulatory agencies. These regulatory agencies may also impose fines and penalties on our operations in China, as well as limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business as well as the trading price of our Class A Ordinary Shares. We may be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely. The CSRC, the CAC or other PRC regulatory agencies also be take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our Class A Ordinary Shares. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any action taken by the PRC government could significantly limit or completely hinder our operations in the PRC and our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

On December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021), or the “Review Measures 2021”, which took effect on February 15, 2022, and replacing the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Review Measures 2021 stipulates that in addition to the “operator of critical information infrastructure” (“Operator”), any “data processor” carrying out data processing activities that affect or may affect national security should also be

subject to cybersecurity review. It is further elaborated that the factors to be considered when assessing the national security risks of the relevant activities include, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or transferred outside the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The CAC has stated that under such rules, companies holding data of more than one million users must apply for cybersecurity approval when seeking listings in other countries because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” The cybersecurity review will also investigate the potential national security risks from overseas IPOs.

All of our operations are conducted by our operating subsidiary in Hong Kong. Our Company currently does not have any substantive operations in mainland China. Our PRC Counsel, Tenet & Partners, confirms that, as of the date of this prospectus, the Company and its subsidiaries are not required to obtain any permissions or approvals from PRC authorities before listing in the U.S. and to issue our Class A Ordinary Shares to foreign investors, including the CAC or the CSRC because (i) our operating subsidiary was incorporated in Hong Kong and operate only in Hong Kong without any subsidiary or VIE structure in mainland China and each of the Review Measures 2021 and the Trial Administrative Measures does not clearly provide whether it shall be applied to a company based in Hong Kong; (ii) all of the data our operating subsidiary has collected is stored in servers located in Hong Kong, and we do not place any reliance on the collection and processing of any personal information to maintain our business operation; (iii) as of the date of this prospectus, neither has our Operating Subsidiary been informed by any PRC governmental authority of any requirement that it shall file for a CSRC review, nor received any inquiry, notice, warning, or sanction in such respect initiated by the CAC or related governmental regulatory authorities; and (iv) data processed in our business operation should not have a bearing on national security nor affect or may affect national security, and we have not been notified by any authorities of being classified as an Operator. Moreover, pursuant to the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy). Red Wisdom Creation (Hong Kong) Limited is not required to obtain any permissions or approvals from any Chinese authorities to operate its businesses as of the date of this prospectus. No permissions or approvals have been applied for by Red Wisdom Creation (Hong Kong) Limited or denied by any relevant authority. However, uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC and we are required to obtain such permissions or approvals; or (ii) we inadvertently concluded that relevant permissions or approvals were not required or that we did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer our Class A Ordinary Shares to investors and could cause the value of such securities to significantly decline or become worthless.

Although we are not subject to cybersecurity review by the Corporate Affairs Commission nor any other PRC authorities for this offering or required to obtain regulatory approval regarding the data privacy and personal information requirements from the Corporate Affairs Commission nor any other PRC authorities for ours and our Operating Subsidiary’s operations in Hong Kong, our Operating Subsidiary is subject to a variety of laws and other obligations regarding data privacy and protection in Hong Kong. In particular, the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) (“PDPO”) imposes a duty on any data user who, either alone or jointly with other persons, controls the collection, holding, processing or use of any personal data which relates directly or indirectly to a living individual and can be used to identify that individual. Under the PDPO, data users shall take all practicable steps to protect the personal data they hold from any unauthorized or accidental access, processing, erasure, loss, or use. Once collected, such personal data should not be kept longer than necessary for the fulfilment of the purpose for which it is or is to be used and shall be erased if it is no longer required, unless erasure is prohibited by law or is not in the public interest. The PDPO also confers on the Privacy Commissioner for Personal Data (“Privacy Commissioner”) power to conduct investigations and institute prosecutions. The data protection principles (collectively, the “DPPs”), which are contained in Schedule 1 to the PDPO, outline how data users should collect, handle, and use personal data, complemented by other provisions imposing further compliance requirements. The collective objective of DPPs is to ensure that personal data is collected on a fully informed basis and in a fair manner, with due consideration towards minimizing the amount of personal data collected. Once collected, the personal data should be processed in a

secure manner and should only be kept for as long as necessary for the fulfilment of the purposes of using the data. Use of the data should be limited to or related to the original collection purpose. Data subjects are given certain rights, inter alia: (a) the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; (b) if the data user holds such data, to be supplied with a copy of such data; and (c) the right to request correction of any data they consider to be inaccurate. The Commissioner may carry out criminal investigations and institute prosecution for certain offenses. Depending on the severity of the cases, the Privacy Commissioner will decide whether to prosecute or refer cases involving suspected commission to the Department of Justice of Hong Kong. Victims may also seek compensation by civil action from data users for damage caused by a contravention of the PDPO. The Commissioner may provide legal assistance to the aggrieved data subjects if the Commissioner deems fit to do so. We believe that our Operating Subsidiary has been in compliance with the data privacy and personal information requirements of the PDPO. Moreover, we do not expect to be subject to any cybersecurity review by Hong Kong and PRC government authorities for this offering. However, if we or our Operating Subsidiary conducting business operations in Hong Kong have violated certain provisions of the PDPO, we or our Operating Subsidiary could face significant civil penalties and/or criminal prosecution, which could adversely affect our business, financial condition, and results of operations. For more information, please see Risk Factors — “Compliance with Hong Kong’s Personal Data (Privacy) Ordinance and any such other existing or future data privacy-related laws, regulations and governmental orders may entail significant expenses and could materially affect our business.”

Furthermore, as more stringent criteria, including the Holding Foreign Companies Accountable Act (the “HFCAA”) have recently been imposed by the SEC and the Public Company Accounting Oversight Board (the “PCAOB”), our Class A Ordinary Shares may be prohibited from trading if our auditor cannot be fully inspected. On December 23, 2022, the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”) was enacted, which amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

On December 16, 2021, the PCAOB issued a report on its determination that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in the PRC, because of positions taken by PRC authorities in those jurisdictions (the “Determination”). The Board made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB will be required to reassess its determinations by the end of 2022. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuers audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On August 26, 2022, the China Securities Regulatory Commission (the “CSRC”), the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) to allow the PCAOB to inspect and investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, consistent with the HFCAA and PCAOB will be required to reassess its determinations by the end of 2022. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange.

Our auditor, Enrome LLP, headquartered in Singapore, is an independent registered public accounting firm that issues the audit report included elsewhere in this prospectus. As an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, it is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections on its audit works to assess its compliance with the applicable professional standards. Our auditor is currently subject to inspection by the PCAOB.

TABLE OF CONTENTS

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

Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we nor the underwriters are making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of shares. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus.

Conventions Which Apply to this Prospectus

Throughout this prospectus, we use a number of key terms and provide a number of key performance indicators used by management. Unless the context otherwise requires, the following definitions apply throughout where the context so admits:

•        “Memorandum and Articles of Association” refers to the amended and restated memorandum and articles of association of the Company adopted on July 5, 2025;

•        “Class A Ordinary Shares” refers to the Company’s Class A Ordinary Shares, par value US$0.0001 per share, with 490,000,000 Class A Ordinary Shares authorized and 20,000,000 Class A Ordinary Shares outstanding as of the date of this prospectus;

•        “Class B Ordinary Shares” refers to the Company’s Class B ordinary shares, par value US$0.0001 per share, with 10,000,000 Class B Ordinary Shares authorized and 5,000,000 Class B Ordinary Shares outstanding as of the date of this prospectus;

•        “China” or the “PRC” refers to the People’s Republic of China, including Taiwan and the special administrative regions of Hong Kong and Macau;

•        Depending on the context, “we,” “us,” “our company,” “our,” and “the Company” refer to Red Wisdom Creation Limited, a Cayman Islands company that will issue the Class A Ordinary Shares being offered. References to the “Group” refers to Red Wisdom Creation Limited and its subsidiaries;

•        “Hong Kong” refers to Hong Kong Special Administrative Region of the People’s Republic of China;

•        “HKD” or “HK$” refers to the legal currency of Hong Kong;

•        “ICFR” refers to Internal Control over Financial Reporting, the processes and procedures a company puts in place to ensure the accuracy and reliability of its financial statements.

•        “mainland China” refers to the People’s Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only;

•        “Red Wisdom” refers to Red Wisdom Creation Limited, the issuer in this Offering, which is a Cayman Islands exempted company;

•        “Red Wisdom (BVI)” refers to Miaohong Creation Limited, which is the BVI intermediary holding subsidiary of Red Wisdom;

•        “Red Wisdom HK” refers Red Wisdom Creation (Hong Kong) Limited, the Hong Kong operating subsidiary of Red Wisdom.

•        “RMB” refers to the legal currency of China;

•        “shares”, “Shares” or “Ordinary Shares” refer to the Ordinary Shares of Red Wisdom Creation Limited., consisting of Class A Ordinary Shares and Class B Ordinary Shares;

•        “U.S. dollars,” “dollars,” “USD” or “$” refers to the legal currency of the United States.

The expressions “associated company”, “related corporation” and “subsidiary” shall have the respective meanings ascribed to them in the Companies Act, as the case may be.

Any discrepancies in tables included herein between the total sum of amounts listed and the totals thereof are due to rounding. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Certain of our customers and suppliers are referred to in this prospectus by their trade names. Our contracts with these customers and suppliers are typically with an entity or entities in the relevant customer or supplier’s group of companies.

Internet site addresses in this prospectus are included for reference only and the information contained in any website, including our website, is not incorporated by reference into, and does not form part of, this prospectus.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

Market and Industry Data

We are responsible for the information contained in this prospectus and any free writing prospectus we prepare or authorize. This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties, as well estimates by our management based on such data. The market data and estimates used in this prospectus involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. While we believe that the information from these industry publications, surveys and studies is reliable, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of important factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Presentation of Financial and Other Information

The functional and reporting currency of the Group is the United States Dollar (“US$”). All references in this prospectus to “U.S. dollars,” “US$,” “$” and “USD” refer to the currency of the United States of America. Unless otherwise indicated, all references to currency amounts in this prospectus are in USD.

The Group’s operating subsidiary in Hong Kong uses Hong Kong Dollars (“HK$”) as the functional currency.

The consolidated financial statements of the Company and its subsidiaries, other than subsidiaries with functional currency of US$, are translated into US$ using the exchange rate as of the balance sheet date for assets and liabilities and average exchange rate for the year for income and expense items. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period.

We have made rounding adjustments to some of the figures contained in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that preceded them.

Impact of COVID-19

The COVID-19 pandemic broadly affected the global economy. In the year of 2022, the resurgence of the COVID-19 pandemic initially negatively impacted our advertising business through an impact on our operations, an impact on the operations of our collaborators, third-party contractors and other entities, including governments, governmental agencies, and payers, which we interact, and an impact on our customers. However, the COVID-19 pandemic then accelerated the adoption of online lifestyles, triggering an upsurge in demand for premium digital content and amplifying the industry’s trajectory. Since the end of 2022, the control measures for epidemic prevention has gradually been removed. We expect the continuous optimization of epidemic prevention policy to stimulate the advertising industry and have a positive impact on our business. However, any resurgence of the COVID-19 pandemic could negatively affect the advertising business. The extent of any future impact of the COVID-19 pandemic on our business is still highly uncertain and cannot be predicted as of the date of this prospectus. Any potential impact to our operating results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by competent authorities to contain the spread of the COVID-19 pandemic, almost all of which are beyond our control.

See “Risk Factors — Risks Related to Our Business and Industry — Pandemics and epidemics, natural disasters, terrorist activities, political unrest, and other outbreaks could disrupt our operations, which could materially and adversely affect our business, financial condition, and results of operations.”

RISK FACTORS

Risks Related to Our Business and Industry

If advertiser clients stop purchasing online marketing services from our operating subsidiary or decrease the amount they are willing to spend on marketing campaigns and promotional activities, or if our operating subsidiary is unable to establish and maintain new relationships with advertiser clients, its business, financial condition, and results of operations could be materially adversely affected.

Our operating entity’s revenue is derived from providing online marketing services to advertiser clients. Its online marketing services are designed to help clients drive consumer demand, increase sales, and achieve operating efficiencies. Thus, our relationship with clients primarily depends on our ability to deliver quality marketing services at attractive volumes and prices. If clients are dissatisfied with the effectiveness of the marketing campaigns provided by us, they may stop purchasing its online marketing services or decrease the amount they are willing to spend on marketing campaigns and promotional activities. Our operating subsidiary’s agreements with clients are predominately short-term agreements, and clients may cease purchasing its online marketing services at any time with no prior notice.

In addition to the quality of our online marketing services, the willingness of clients to spend their online marketing budget with us, which is critical to our business and ability to generate revenue, can be influenced by a variety of factors, including:

•        macro-economic and social factors: domestic, regional, and global social, economic, and political conditions; economic and geopolitical challenges; the COVID-19 pandemic; and economic, monetary, and fiscal policies;

•        industry-related factors: the trends, preferences, and habits of audiences towards online marketing and the development of varying forms of online marketing and content; and

•        client-specific factors: a client brand’s specific development strategies, business performance, financial condition, and sales and marketing plans.

In view of the above, we cannot ensure you that clients will continue to purchase our services or that we will be able to replace, in a timely and effective manner, departing clients with potential new and quality clients. Neither can we guarantee the amount of online marketing services that our clients will purchase, or that we will be able to attract new advertisers or increase the amount of revenue we earn from advertiser clients over time. If we are unable to maintain existing relationships with our clients or continue to expand our client base, the demand for our marketing services will not grow and may even decrease, which could materially and adversely affect our revenue and profitability.

If we fail to maintain our relationship with media channel partners, and influencer agencies and organizations, our business, results of operations, financial condition and business prospects could be materially and adversely affected.

We have established and maintained relationships with a wide range of influencer agencies and organizations, as well as media channel partners. Our future growth will depend on our ability to maintain our relationships with existing influencer agencies and media channel partners, as well as building partnerships with new media channels and influencer agencies. If any influencer agency or media channel partner ends its cooperative relationship with our operating subsidiary or imposes commercial terms which are less favorable to our operating subsidiary, or our operating subsidiary fails to secure cooperative relationships with new influencer agencies or media channel partners, it may lose access to the relevant advertising channels, lose its advertiser clients, and lose potential revenue. As a result, our operating subsidiary’s business, results of operations, financial condition and prospects may be materially and adversely affected.

We are reliant on our influencer agency partners and their network of influencers to deliver the advertising services required by our clients.

Our business depends on our influencer agency partners orchestrating their network of influencers to deliver the required social media advertising services on the various platforms. As a result, any interruption or failure of their influencers to disseminate social media content or content appropriate for the client’s brand strategy may undermine the delivery of our operating subsidiary’s advertising services and cause it to lose clients, and our business, financial condition and results of operations would be adversely affected.

As we do not directly employ the influencers ourselves, there is no contractual or employment arrangement between our operating subsidiary and the influencer. As such, we do not exert direct control or management over the influencers. There is the risk of misalignment between client’s marketing plan and the actual content disseminated by influencers, due to miscommunication during the service process with the influencer agency partner and influencer. In the event of an influencer failure to deliver or misdelivering our client’s brand messaging, we may have limited recourse against the influencer for any harm caused to the client brand’s reputation.

In addition, our operating subsidiary depends on the accuracy and genuineness of advertising performance data and other data provided by influencer agencies in evaluating the effectiveness of clients’ advertising campaigns and calculating the amount of advertising costs that it is contracted to pay the influencer agencies. If the advertising performance data or other data provided by agency is inaccurate or fraudulent, it may undermine our operating subsidiary’s optimization efforts to achieve better performance for its clients’ marketing. This could also result in disputes with clients and the agencies, causing harm to our reputation, and loss of relationship with the client and the agency, and adversely affect its business, results of operations and financial condition.

We are reliant on our media channel partners and their respective platforms to deliver the advertising services required by our clients, and for provision of accurate advertising performance data in order to evaluate marketing effectiveness.

Our business depends on our media channel partners to deliver their advertising services on their platforms, which in turn relies on the performance, reliability and stability of the media channel’s Internet infrastructure and telecommunications systems. As a result, any interruption or failure of their information technology and communications systems may undermine the delivery of our operating subsidiary’s advertising services and cause it to lose clients, and our business, financial condition and results of operations would be adversely affected.

In addition, our operating subsidiary depends on the accuracy and genuineness of advertising performance data and other data provided by media partners in evaluating the effectiveness of clients’ advertising campaigns and calculating the amount of advertising costs that it is contracted to pay the media channel. If the advertising performance data or other data provided by the media channel is inaccurate or fraudulent, it may undermine our operating subsidiary’s optimization efforts to achieve better performance for its clients’ ads. This could also result in disputes with the client and the media channel, causing harm to our reputation and loss of relationship with the client and media channel, and adversely affect its business, results of operations and financial condition.

We partially depend on contractors for our Hong Kong operating subsidiary’s business operations.

We partially depend on third-party sourced contractors for the daily operations of our Hong Kong operating subsidiary’s business, with the total number of contractors engaged adjusted based on business needs. We have a human resources service agreement with a talent dispatch agency to facilitate such arrangement. Since October 2023, we have engaged a stable core team of 4 contractors, with additional contractors engaged on a monthly basis in accordance with project demands. As at the date of this Prospectus, we have an inhouse team comprising of 1 manager, 1 senior staff member, and 2 junior staff members operating at the Company’s operating subsidiary. In addition to the core team, the Company can request for further temporary contractors from the dispatch agency in accordance with its business needs.

There can be no assurance that contractors will perform their obligations fully under the talent dispatch arrangement. Although there is a stable core team of contractors consisting of the same personnel that are working for our Hong Kong operating subsidiary, there may be issues of continuity, team cohesion, and lack of familiarity with our operating subsidiary’s business operations in respect of other temporary operational contractors that are only engaged when there is a higher volume of projects. It may be difficult to build long-term strategies and collaboration efforts within the operating subsidiary when there is a potential high turnover, and less investment and accountability inherent with engaging contractors.

If any contractor is unable or unwilling to perform according to the negotiated terms and timetable or our operating subsidiary’s instructions, or terminates its agreement with the dispatch agency for any reason, we would be required to engage substitute contractors at short notice, which could be difficult in times of high market demand for advertising talent.

Our operating subsidiary is in the highly competitive online marketing industry and it may not be able to compete successfully against existing or new competitors, which could reduce its market share and adversely affect its competitive position and financial performance.

There are numerous companies that specialize in the provision of online advertising services in Hong Kong and China. Our operating subsidiary competes primarily with its competitors and potential competitors for access to agency relationships with quality influencer agencies and popular media channels, and advertiser client base. The online marketing industry in Hong Kong and China is rapidly evolving. Competition can be increasingly intensive and is expected to increase significantly in the future. Increased competition may result in price reductions for marketing services, reduced margins and loss of our market share. Our operating subsidiary competes with other competitors in Hong Kong and China primarily on the following bases:

•        brand recognition;

•        quality of services;

•        effectiveness of sales and marketing efforts;

•        creativity in design and contents of ads;

•        optimization capability;

•        pricing and discount policies;

•        strategic relationships; and

•        hiring and retention of talented staff.

Our operating subsidiary’s existing competitors may in the future achieve greater market acceptance and recognition, secure exclusive rights with quality influencer agencies, secure authorized agency status with popular media channels, and gain a greater market share. It is also possible that potential competitors may emerge and acquire a significant market share. If existing or potential competitors develop or offer services that provide significant performance, price, creative, optimization or other advantages over those offered by our operating subsidiary, our business, results of operations and financial condition would be negatively affected.

Our operating subsidiary’s existing and potential competitors may enjoy competitive advantages over it, such as a longer operating history, greater brand recognition, a larger advertiser base, greater access to ad inventory, and significantly greater financial, technical and marketing resources.

Our operating subsidiary also competes with traditional forms of advertising media, such as newspapers, magazines, radio and television broadcast, for advertiser clients and advertising revenue.

If our operating subsidiary fails to compete successfully, it could lose out in procuring advertiser clients, and securing agency relationships with potential influencer agencies and media partners, which could have an adverse impact on our business, results of operations, and prospects. We also cannot assure you that our operating subsidiary’s strategies will remain competitive or that they will continue to be successful in the future. Increasing competition could result in pricing pressure and loss of our market share, either of which could have a material adverse effect on our financial condition and results of operations.

Our business revenue is substantially project-based and non-recurring in nature, and our future business depends on our continuous ability to secure upcoming advertising projects from our clients.

Our business model is generally project-based, where we charge our clients a fee for marketing services rendered for a specific marketing campaign. Our quotations offered to clients generally do not include a contractual tenure of service or long-term obligations requiring them to continue to use our services. As such, our revenue is usually non-recurring in nature. As a result, we may have limited visibility regarding our future revenue streams.

Our success depends on our ability to maintain relationships with our recurring clients, which includes any current clients and clients with which we have done business within the past three years, and to attract new clients, while our existing competitors and new entrants into the market may be able to offer marketing packages at better terms than ourselves. While many of our clients have engaged us for recurring advertising projects, our clients are not bound by

contractual agreement to continue a business relationship with us and are at their discretion to choose these competitors over us. We cannot assure you that our clients will continue to solicit our services, or that we will be able to replace, in a timely or effective manner, departing clients with potential clients that attribute a comparable level of revenue.

There is no guarantee that our existing clients will invite us to tender when they have new marketing projects, and there is no assurance that we will be awarded enough marketing projects in the future commensurate with our current revenue level. Our operations and financial results would be adversely affected if we are unable to retain our existing clients, or secure further advertising projects from them, or fail to provide competitive advertising packages to attract new clients, all of which may lead to a decrease in the number of marketing projects we cater for and the corresponding business revenue.

Our operating results are affected by advertising trends. We may be unable to adapt to changing demands, preferences, market trends and technology needs for our customers to compete effectively.

Our operating results are affected by trends in the marketing and advertising market. A reduction in demand for our marketing services could result from changes in trends in the advertising industry, including a preference for other forms of media, such as social media, internet, television, radio and printed media. Any reallocation of marketing expenditures to other available media by significant users of our marketing services could have a material adverse effect on our business, financial condition and results of operations. We are principally engaged in the provision of marketing services to our customers which may include content creation in the form of graphics, short animations, and short videos for the implementation of our customer’s marketing campaigns. Sometimes, we are only provided with abstract marketing ideas and we need to come up with the solutions to turn the ideas into actual marketing content. Given the subjective nature of the advertising business and the rapid change in the market trend, there is no assurance that our marketing services will continue to be able to capture, anticipate or respond timely to our customers’ preference. If we fail to do so, our business, results of operations and financial condition could be materially affected.

Since our marketing services are focused online, our success will depend on our ability to adapt to rapidly changing technologies, to enhance quality of existing services and to develop and introduce a variety of new solutions to address our customers’ changing demands. If we fail to keep pace with changing technologies and to introduce successful and well-accepted solutions for our existing customers or potential customers, our competitors may have a competitive advantage over us, which could have a material adverse effect on our business, results of operations and financial condition.

The limited operating history of our operating subsidiary in rapidly evolving industry makes it difficult to accurately forecast its future operating results and evaluate its business prospects.

Our operating subsidiary launched its online marketing services business in 2019 and has since seen the growth of its business. We expect our operating subsidiary will continue to grow as it seeks to expand its client base, influencer outreach, and media partnerships and explore new market opportunities. However, due to its limited operating history, its historical growth rate may not be indicative of its future performance. The online marketing industry in Hong Kong is rapidly evolving due to the constant development of digital technology and the variety of consumer demand. Our operating subsidiary’s future performance may be more susceptible to certain risks than a company with a longer operating history or in a different industry. Many of the factors discussed below could adversely affect our business and prospects and future performance, including:

•        the operating entity’s ability to maintain, expand, and further develop its relationships with advertisers to meet their increasing demands;

•        the operating entity’s ability to introduce and manage the development of new online marketing services;

•        the continued growth and development of the online marketing industry;

•        the operating entity’s ability to keep up with the technological developments or new business models of the rapidly evolving online marketing industry;

•        the operating entity’s ability to attract and retain qualified and skilled talent;

•        the operating entity’s ability to effectively manage our growth; and

•        The operating entity’s ability to compete effectively with its competitors in the online marketing industry.

We may not be successful in addressing the risks and uncertainties listed above, among others, which may materially and adversely affect the operating entity’s business, results of operations, financial condition, and future prospects.

Our future growth may involve expansion into new and overseas business opportunities, and any efforts to do so that are unsuccessful or are not cost-effective could adversely affect our business, financial condition, and results of operations.

We expect that our future growth may involve expansion into overseas business opportunities by entering into business relationships with overseas clients and influencer agencies in foreign countries. We also intend to continue to recruit and maintain talent and improve our information and technology capabilities. All of these business expansion pursuits require significant investment that may not prove successful.

Our exposure to foreign operations is relatively limited, and our ability to successfully gain market acceptance in an overseas market is uncertain. Expanding our operations to a foreign country involves challenges caused by distance, language and cultural differences, and further subjects us to various operational risks associated with compliance with applicable foreign laws and regulations, recruiting and retaining talented overseas employees, etc.

We may encounter differences in consumer behavior and preferences from another culture, which may cause uncertainties in developing and customizing advertising materials that appeal to the tastes and preferences of users in an overseas market. Our competitors in the foreign country with established local market presence may have better marketing resources and competitive advantages over ourselves, such as longer operating histories, local market knowledge and media connection, and broader reach of clients. If we are unable to expand to an overseas market or successfully manage the complexity involved with foreign operations, our business and results of operations could be adversely affected.

Further, our plans for business expansion are formulated based on assumptions of certain future events, which may or may not materialize. Our future growth depends in part on our ability to correctly identify suitable candidates for strategic partnerships and execute our plans in a cost-effective manner. The deployment of significant resources towards a new opportunity may prove unsuccessful, and even if successful, the growth of new business opportunities could create substantial challenges for our management and operational resources and require considerable investment. As a result of our expanded business scope, our operating costs are expected to increase, while there is no assurance that our expansion plan will bring an increase in revenue sufficient to outweigh the additional costs and expenses.

Our expansion plan will also require us to maintain the consistency of our service offerings in the business to ensure that our market reputation and market position are not impaired as a result of deviations, whether actual or perceived, in the quality of services we offer. If we are unable to successfully implement our strategy to extend our business coverage, or if such expansion does not yield the benefits we anticipate, our business prospects, financial condition and results of operations may be adversely affected.

As a marketing company that relies on online advertisements and third-party influencer services, we are inherently exposed to cybersecurity risks arising from our partnerships with vendors that provide these services. We have established risk management and internal control systems to prevent and minimize the cybersecurity risks affecting our reputation and customers’ satisfaction.

While our partnerships with online influencer and advertisement providers and independent contracts offer substantial business value in internet marketing, they also increase the complexity of our threat surface and expose us to potential third-party risk.

One of the risks we face is supply chain attacks, where attackers infiltrate or attack through a third-party vendor. The challenge with these attacks is that the risk may not be apparent until there is malicious activity. We are also vulnerable to cyber threats due to our increasing reliance on computers, networks, programs, social media and data globally. Data breaches, a common cyber-attack, can have a massive negative business impact and often arise from insufficiently protected data.

In order to mitigate these risks, we have established risk management and internal control systems consisting of policies and procedures that we believe are appropriate for using and managing our technology software. These measures include implementing an email notice for malicious emails, hiring professional IT personnel to manage and

review our technology software implanting system, and establishing a risk management assessment when contracting new vendors and independent contractors. As of the date of this prospectus, we have not had any cyber-attacks or breaches of our network security systems, nor have we suffered any cybersecurity incidents from our vendors. In addition to the implementation and maintenance of data security measures, we require our contractors to maintain the confidentiality of the proprietary information that we hold.

If a cybersecurity incident occurs or is perceived to occur, we may have to spend significant capital and other resources to mitigate the impact of the event and to develop and implement protection to prevent future events of such nature from occurring. Furthermore, we may also be subject to negative publicity and the public perception of the ineffectiveness of our security measures, and our reputation may be harmed in the event of any of the foregoing cybersecurity breaches or attacks. This could damage our relationships with existing or potential customers and could materially and adversely affect our business and financial condition.

Failure to attract and retain key management and technical staff may hinder our business prospects

Our success has been, to a large extent, attributable to the continued commitment of our senior management team with their extensive expertise, knowledge, experience and technical know-how in the online marketing industry. We believe that our future business growth and development will depend on our ability to attract, recruit, train and retain our key management and marketing personnel. Should any of our members of our senior management team ceases employment with our Group, we may not be able to recruit a competent replacement with comparable knowledge, skills and qualifications in a prompt and timely manner or at all, which may significantly disrupt our operations and adversely affect our financial results and business prospects.

Complaints from our clients may affect our reputation and our ability to retain our existing clients and secure new clients.

We may receive complaints from clients for any delay in the service progress and/or service delivery and/or substandard services provided by our third party suppliers in terms of influencers or online ads. If the number of complaints received by us increases, our reputation could be affected by these complaints which may have negative impact on our ability to retain existing clients or our ability to secure new clients. Our clients may not continue to place purchase orders with us and use our services which could have an adverse impact on our business and financial performance.

Any negative publicity, allegations, complaints or claims made against us may adversely affect our reputation, business, financial position, results of operations and price of our Shares.

Since our establishment, there has not been any negative publicity and allegations made against us. However, we cannot assure you that any allegations, complaints and claims will not be made against us in the future. Any allegations, complaints or claims against us, regardless of their validity, could cause negative publicity, give rise to potential liability and adversely affect our reputation and the price of our Shares. In addition, we may have to divert management and other resources to address relevant allegations, complaints or claims which may adversely affect our business and results of operations. In the event that our insurance coverage is inadequate, we may have to pay out of our own resources to compensate the personnel for any damages suffered if the court does not rule in our Group’s favor based on its interpretation of the facts of such claims and we are found to be at fault. If any complaint escalates to become a claim against us, even unsuccessful, we may have to divert resources to address the claim. Liabilities in respect of such claims could adversely affect our financial position and results of operations.

We are affected by the macroeconomic, political, regulatory, social and other factors beyond our control mainly in Hong Kong and China.

Currently, we have our operations based in Hong Kong, which is a special administrative region of China. We are affected by macroeconomic factors in the region, such as general economic conditions, population growth, infrastructure development, and market sentiment which are in part, influenced by government spending, infrastructure spending, unemployment rates, real disposable income, inflation, recession, stock market performance, interest rate environment, regulatory policies, foreign investment, gross domestic product growth, business sentiment and

economic outlook, all of which are beyond our control. Moreover, political and social stability, taxation, price and exchange control regulations, industry laws and regulations in Hong Kong. There is no assurance that such conditions will not develop in a manner that will have an adverse effect for our operations and financial performance.

We are exposed to credit risks of our customers.

We are exposed to credit risks of our customers. As at March 31, 2025 and 2024, we had accounts receivable of US$2,492,060 and US$733,340, respectively. Our accounts receivables have increased due to our business having an influx of marketing projects. We do not have access to all the information necessary to form a comprehensive view on the creditworthiness. The complete financial and operational conditions of customers are not always available to us, and we may not be in any position to obtain such information. As a result, if any of our major customers experiences any financial difficulty and fail to settle the outstanding amounts due to us in accordance with the agreed credit terms, our working capital position may be adversely affected.

Our management team lacks experience in managing a U.S. public company and complying with laws applicable to such company, the failure of which may adversely affect our business, financial condition and results of operations.

Our current management team lacks experience in managing a U.S. publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to U.S. public companies. Prior to the completion of this offering, we were a private company mainly operating our businesses in Hong Kong. As a result of this Offering, our Company will become subject to significant regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors, and our management currently has no experience in complying with such laws, regulations and obligations. Our management team may not successfully or efficiently manage our transition to becoming a U.S. public company. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

We may be subject to litigation, claims or other disputes.

We may from time to time be involved in disputes arising from contracts with customers, contractors, or other third parties. Claims may also arise from disputes with customers on matters relating to payment and/or contractual performance. Claims involving us could result in time-consuming and costly litigations, arbitration, administrative proceedings or other legal procedures. Expenses we incur in legal proceedings or arising from claims brought by or against us may materially and adversely affect our financial performance.

Actions brought against us may result in settlements, awards, injunctions, fines, penalties and other results adverse to us. Moreover, liquidated damages, legal proceedings resulting in unfavorable judgment may harm our reputation, cause financial losses and damage our prospects of being awarded future contracts, thereby materially and adversely affecting our operations, financial performance and prospects.

Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud.

Prior to filing the registration statement of which this prospectus is a part, we were a private company with limited accounting personnel and resources to address our ICFR. Our management has not completed an assessment of the effectiveness of our ICFR and our independent registered public accounting firm has not conducted an audit of our ICFR. However, in connection with the audits of our CFS for the years ended March 31, 2025 and 2024, we and our independent registered public accounting firm identified material weaknesses in our ICFR as well as other control deficiencies for the above mentioned periods. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in ICFR. There is a reasonable possibility that a material misstatement in our annual or interim financial statements may not be prevented or detected on a timely basis. The material weakness identified is related to (i) a lack of qualified personnel who are knowledgeable in U.S. GAAP and pertinent SEC reporting requirements; and (ii) a lack of robust and formal period-end financial reporting policies and procedures in place to address complex U.S. GAAP technical accounting and the SEC reporting requirements.

We intend to implement measures designed to improve our ICFR to address the underlying causes of these material weaknesses, including (i) developing and implementing a comprehensive set of processes and internal controls to timely and appropriately; (ii) hire additional accounting staff members with U.S. GAAP and SEC reporting experiences to implement the abovementioned financial reporting procedures and internal controls; and (iii) establishing an ongoing training program to provide sufficient and appropriate trainings for accounting and financial reporting personnel. We intend to implement the above measures prior to the listing and we expect the remediation to be completed upon listing.

Effective ICFR is important to prevent fraud. The market for and trading price of our Shares may be materially and adversely affected if we do not have effective internal controls. We may not be able to discover problems in a timely manner and our current and potential shareholders may lose confidence in our financial reporting, which may harm our business and the trading price of our Shares. The absence of ICFR may inhibit investors from purchasing our Shares and may make it more difficult for us to raise funds in debt or equity financing. Additional material weaknesses or significant deficiencies may be identified in the future. If we identify such issues or if we are unable to produce accurate and timely financial statements, our stock price may decline and we may be unable to maintain compliance with the [NYSE American Company Guide/NASDAQ Listing Rules].

Pandemics and epidemics, natural disasters, terrorist activities, and other outbreaks could disrupt our operations, which could materially and adversely affect our business, financial condition, and results of operations.

Global pandemics, epidemics around the world, or fear of spread of contagious diseases, such as Ebola virus disease (EVD), coronavirus disease, Middle East respiratory syndrome (MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9 flu, and avian flu, as well as hurricanes, earthquakes, tsunamis, or other natural disasters could disrupt our business operations, reduce or restrict our supply of products and services, incur significant costs to protect our contractors and facilities, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations. Actual or threatened war, terrorist activities, civil strife, and other geopolitical uncertainty could have a similar adverse effect on our business, financial condition, and results of operations. Any one or more of these events may impede our production and delivery efforts and adversely affect our sales results, or even for a prolonged period of time, which could materially and adversely affect our business, financial condition, and results of operations.

While our financial performance for the fiscal year ended March 31, 2023 was not materially affected by COVID-19, the pandemic has had an impact on our operations, the operations of our collaborators, third-party contractors and other entities, including governments, governmental agencies, and payers, which we interact, and an impact on our customers. We continue to monitor the latest local COVID-19 trends in addressing the pandemic.

The extent of the impact of COVID-19 on our future financial results will be dependent on future developments, the potential resurgence of the pandemic, future actions in response to the pandemic and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. Given this uncertainty, we are currently unable to quantify the expected impact of the COVID-19 pandemic on our future operations, financial condition, liquidity and results of operations.

We are also vulnerable to natural disasters and other calamities. We cannot assure you that we are adequately protected from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks, or similar events. Any of the foregoing events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of our manufacturing facility as well as adversely affect our business, financial condition, and results of operations.

Risks Related to Our Corporate Structure

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.

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Based on our dual-class voting structure, holders of Class A Ordinary Shares will be entitled to one (1) vote per share in respect of matters requiring the votes of shareholders including the election of directors, amendment of amendment of memorandum and articles of association and approval of major corporate transactions, while holders of Class B Ordinary Shares will be entitled to fifty (50) votes per share. Due to the disparate voting powers associated with our

two classes of ordinary shares, Upon the completion of this offering, Mr. Chen Qiu, our Controlling Shareholder, will beneficially own 14,140,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares, representing approximately 65.44% of our total issued and outstanding share capital, consisting of approximately 58.31% of our total outstanding Class A Ordinary Shares and 100% of our outstanding Class B Ordinary Shares and approximately 96.32% aggregate voting power, assuming that the underwriters do not exercise their over-allotment option. As a result, we will be a “controlled company” as defined under corporate governance rules of [NYSE/NASDAQ] and, therefore, eligible for certain exemptions from the corporate governance requirements of the [NYSE American Company Guide/NASDAQ Listing Rules]. Assuming our Controlling Shareholder continues to hold all of his existing Class A Ordinary Shares, he will have to maintain at least 54% of Class B Ordinary Shares prior to the completion of this offering, or 54.85% of Class B Ordinary Shares immediately after the completion of this offering, to continue to control the outcome of matters submitted to shareholders for approval including the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets. We do not intend to rely on these exemptions.

The interests of our Controlling Shareholder may not coincide with your interests, and it may make decisions with which you disagree, including decisions on important topics such as the composition of the board of directors, compensation, management succession, and our business and financial strategy. To the extent that the interests of our Controlling Shareholder differ from your interests, you may be disadvantaged by any action that they may seek to pursue. This concentrated control could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A Ordinary Shares of the opportunity to sell their shares at a premium over the prevailing market price.

Our corporate actions will be substantially controlled by Mr. Chen Qiu, our Controlling Shareholder, who will have the ability to control over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your shares and materially reduce the value of your investment.

Upon the completion of this offering, Mr. Chen Qiu, our Controlling Shareholder, will beneficially own 14,140,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares, representing approximately 58.31% of our total issued and outstanding Class A Ordinary Shares, and 100% of our total issued and outstanding Class B Ordinary Shares, and representing, in aggregate, 96.32% of the total voting power, assuming the underwriters do not exercise their over-allotment option. As a result, we will be a “controlled company” as defined under corporate governance rules of [NYSE/NASDAQ] and, therefore, eligible for certain exemptions from the corporate governance requirements of the [NYSE American Company Guide/NASDAQ Listing Rules]. Assuming our Controlling Shareholder continues to hold all of his existing Class A Ordinary Shares, he will have to maintain at least 100% of Class B Ordinary Shares prior to the completion of this offering, or 100% of Class B Ordinary Shares immediately after the completion of this offering, to continue to control the outcome of matters submitted to shareholders for approval including the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets. We do not intend to rely on these exemptions.

As a result, Mr. Chen Qiu will have the ability to control over important corporate matters and investors may be prevented from influencing important corporate matters involving our company that require approval of shareholders, including:

•        the composition of our board of directors and, through the voting of the board of directors, any determinations with respect to our operations, business direction and policies, including the appointment and removal of officers;

•        any determinations with respect to mergers or other business combinations;

•        any amendment of our organizational documents

•        our disposition of all or substantially all of our assets; and

•        any change in control.

These actions may be taken even if they are opposed by our other shareholders, including the holders of the shares. Furthermore, this concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and reducing the price of the shares. As a result of the foregoing, the value of your investment could be materially reduced.

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

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

We have been advised by our Cayman Islands legal counsel, Ogier, that there is uncertainty as to whether the courts of the Cayman Islands would:

•        recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; and

•        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.

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment:

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

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

(c)     is final;

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

(e)     is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

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

Shareholders of exempted companies incorporated under the laws of the Cayman Islands like us have no general rights under Cayman Islands law to inspect corporate records (other than memorandum and articles of association and any special resolutions passed by such companies, and the register of mortgages and charges of such companies) 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. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

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

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

Cayman Islands law provides shareholders with only limited rights to convene a general meeting and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our amended and restated articles of association allow our shareholders holding shares representing in aggregate not less than 10 percent of the rights to vote at such general meeting, to convene a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at 5 clear days is required for the convening of a general meeting (including an annual general meeting). A quorum required for a meeting of shareholders consists of one or more shareholders present or by proxy, representing not less than one-third of the outstanding shares of our company carrying the right to vote at such general meeting.

Recently introduced economic substance legislation of the Cayman Islands may impact the Company or its operations.

The Cayman Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. Effective January 1, 2019, the International Tax Co-operation (Economic Substance) Act (Revised) (the “ES Act”) and issued Regulations and Guidance Notes came into force in the Cayman Islands introducing certain economic substance requirements for “relevant entities” which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019, will apply in respect of fiscal years commencing July 1, 2019, onwards. A “relevant entity” includes an exempted company incorporated in the Cayman Islands as is our Company. Based on the current interpretation of the ES Act, we believe that our Company is a pure equity holding company since it only holds equity participation in other entities and only earns dividends and capital gains. Accordingly, for so long as our Company is a “pure equity holding company”, it is only subject to the minimum substance requirements, which require us to (i) comply with all applicable filing requirements under the Companies Act; and (ii) has adequate human resources and adequate premises in the Cayman Islands for holding and managing equity participations in other entities. However, there can be no assurance that we will not be subject to more requirements under the ES Act. Uncertainties over the interpretation and implementation of the ES Act may have an adverse impact on our business and operations.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. Substantially all of our current operations are conducted in Hong Kong. Also, our principal executive offices and substantially all of our assets are located in Hong Kong or the PRC. In addition, all of our directors and officers are nationals or residents of the PRC and all or a substantial portion of their assets are located outside the United States.

As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Due to lack of reciprocity and cost and time constraints, you may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in Cayman Islands, Hong Kong and China against us or our directors and officers based on foreign law.

Risks Related to Doing Business in Hong Kong

All our operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Class A Ordinary Shares. Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also be implemented quickly with little advance notice. Therefore, our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

We are not a Hong Kong operating company, but an offshore holding company incorporated in the Cayman Islands. As a holding company with no material operations of our own, we conduct our operations through our primary operating subsidiary in Hong Kong, Red Wisdom Creation (Hong Kong) Limited, or Red Wisdom HK.

Hong Kong is a special administrative region of the PRC. All systems and policies practiced in Hong Kong must be based on the provisions of the Basic Law, the constitutional document of Hong Kong, which was enacted in accordance with the constitution of the PRC. Under the principle of “one country, two systems”, the socialist system and policies of the PRC shall not be practiced in Hong Kong, and national laws of the PRC shall not be applied in Hong Kong unless they are listed in Annex III to the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. The Basic Law provides for Hong Kong to exercise a high degree of autonomy and enjoy executive, legislative and independent judicial power, including that of final adjudication.

However, there is no assurance that there will not be any changes in the political and legal environment in Hong Kong in the future. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws.

As at the date of this prospectus, we are not affected by recent statements by the PRC government indicating an intention to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in PRC-based issuers. However, due to certain long arm provisions in the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in the PRC as they may affect Hong Kong. The PRC government may choose to exercise additional oversight and discretion over Hong Kong, and the policies, regulations, rules, and the enforcement of laws of the PRC government to which we are subject may change rapidly and with little advance notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC and our assertions and beliefs of the risks imposed by the PRC legal and regulatory system are by their nature very uncertain. In addition, these PRC laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, which may result in inconsistency with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

•        delay or impede our development;

•        increase our operating costs;

•        require significant management time and attention;

•        result in negative publicity; and

•        subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in the PRC with little advance notice, including cracking down on illegal activities in the securities markets, enhancing supervision over PRC-based companies listed overseas using a VIE structure (which we do not use and which we have no current intention to use), adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the PRC legislative or administrative regulation making bodies will respond or what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or what the potential impact that any such modified or new laws and regulations would have on our daily business operations, the ability to accept foreign investments and list on an U.S. or other foreign exchange.

If we were to become subject to the direct influence and discretion of the PRC government at any time due to changes in laws or other unforeseeable reasons, the legal and operational risks associated with the PRC may also apply to our operations in Hong Kong, and we may face the risks and uncertainties associated with the legal system in the PRC, complex and evolving PRC laws and regulations, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to companies like our Operating Subsidiary and us, given our substantial operations in Hong Kong. It may require material changes in our operations and/or result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In addition, the market prices of our Class A Ordinary Shares could be adversely affected as a result of anticipated negative impacts of any such government actions, as well as negative investor sentiment towards Hong Kong-based companies subject to direct PRC government oversight and regulation, regardless of our actual operating performance. There can be no assurance that the PRC government would not exert more oversight over our operations at any time.

Our PRC Counsel, Tenet & Partners, confirms that, we are not currently required to obtain permission from the China Securities Regulatory Commission (“CSRC”) or other PRC authorities for the trading of our Class A Ordinary Shares on [NYSE/NASDAQ] or this offering or for the offering of our Class A Ordinary Shares to foreign investors outside of the PRC, however there is no guarantee that this will continue to be the case in the future, or even when such permission is obtained, it will not be subsequently denied or rescinded. Any actions by the PRC government to exert more oversight and control over offerings (including businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

The PRC government may intervene in or influence our operations at any time and may exert more control over offerings conducted overseas and foreign investment in PRC-based issuers, which may result in a material change in our operations and/or the value of our Class A Ordinary Shares. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact our ability to conduct our business could require us to change certain aspects of our business to ensure compliance, decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected, and the value of our Class A Ordinary Shares could decrease or become worthless.

In the future, cash proceeds raised from overseas financing activities, including this offering, may be transferred by us to our BVI holding company subsidiary and Red Wisdom HK, as the case may be. In order for us to pay dividends to our shareholders, we may rely on payments made by Red Wisdom HK, and the distribution of such payments to our overseas subsidiary as dividends from Red Wisdom HK. To the extent that cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of the Company and our subsidiaries by the PRC Government to transfer cash or assets.

While current restrictions and limitations by the PRC government to transfer cash do not apply to Hong Kong entities, such restrictions and limitations by the PRC government could become applicable to Hong Kong and Hong Kong entities in the future, which may result in cash in the business in Hong Kong or a Hong Kong entity being unavailable to fund operations or for other use outside of Hong Kong.

While the Group has no current operations in China, should we have any future operations in China and should we (i) fail to receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the Cyberspace Administration of China (the “CAC”) or other PRC regulatory agencies. These regulatory agencies may also impose fines and penalties on our operations in China, as well as limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business as well as the trading price of our Class A Ordinary Shares.

If the PRC government chooses to exert more oversight and control over cybersecurity, data protection, offerings that are conducted overseas and/or foreign investment in PRC-based issuers, such action could have a material and adverse effect on our business, financial condition, and results of operations and may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.

Recent statements by the PRC government have indicated an intent to exert more oversight and control over cybersecurity, data protection, offerings that are conducted overseas and/or foreign investments in PRC-based issuers. These laws and regulations may be subject to differing interpretations, and may be inconsistent among different jurisdictions.

On June 10, 2021, the Standing Committee of the National People’s Congress enacted the Data Security Law (the “DSL”), which took effect on September 1, 2021. The DSL provides an overarching legislative framework for data security in the PRC and runs parallel to other legal regimes, such as those to cyber security, archives, and the administration of state secrets and classified information. Under the DSL, data is broadly defined to include “any record of information in electronic or other forms”, thus personal and non-personal data are included. The DSL imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used. The DSL also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data and information. Data processing is also broadly defined to include the collection, storage, use, processing, transmission, provision and disclosure of data. The DSL regulates data processing conducted within the PRC and has extraterritorial reach to the extent that data processing activities outside the PRC harm national security, public interest or the lawful rights and interests of individuals or organizations of the PRC. The DSL expressly prohibits all data processors from providing any data stored in the PRC to the justice or law enforcement institutions of foreign countries without the prior approval of the competent organs of the PRC. The DSL stipulates that the provisions of the Cybersecurity Law of the PRC shall apply to cross-border transfer of important data collected or generated by Critical Information Infrastructure Operators (“CIIOs”) within the PRC and the measures for cross-border transfer of important data collected or generated by other data processors during their operation within the PRC shall be formulated by the national cyberspace authority in conjunction with the relevant departments under the State Council.

On December 28, 2021, the CAC jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022, replacing the former Measures for Cybersecurity Review (2020) issued on April 13, 2020. Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million target audience’s personal information must undergo a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

On August 30, 2024, China’s State Council approved the “Regulations on Network Data Security Management”, which took effect on January 1, 2025. This regulation further refines and improves existing relevant systems. It clearly defines important data as information that pertains to specific fields, groups, or regions, or has reached a certain level of precision and scale, and if tampered with, destroyed, leaked, or illegally obtained or used, it could directly endanger national security, economic operations, social stability, public health, and safety. The regulation requires network data handlers to identify and report important data. Additionally, it stipulates that network data handlers must fulfill a clear

notification obligation before processing personal information. It specifies the conditions under which network data handlers can provide personal information overseas, clarifying that if such information is not informed by relevant regions or government departments or publicly disclosed as important data, it does not need to be reported for data export security assessment. Violations of this regulation may result in orders to rectify, warnings, or even suspension of related business operations, business rectification, revocation of relevant business licenses. In cases where the violation affects or may affect national security severely, a fine ranging from 1 million to 10 million yuan can be imposed.

On August 20, 2021, the Standing Committee of the National People’s Congress enacted the Personal Information Protection Law of the People’s Republic of China or the “PRC Personal Information Law” which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the PRC that is carried out outside of the PRC where (i) such processing is for the purpose of providing products or services for natural persons within the PRC; (ii) such processing is to analyze or evaluate the behavior of natural persons within the PRC; or (iii) there are any other circumstances stipulated by related laws and administrative regulations.

Furthermore, on February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, which came into effect on March 31, 2023. On the same date of the issuance of the Trial Measures, the CSRC circulated No. 1 to No. 5 Supporting Guidance Rules, the Notes on the Trial Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice. The Trial Measures, together with the Guidance Rules and Notice, reiterate the basic supervision principles as reflected in the Draft Overseas Listing Regulations by providing substantially the same requirements for filings of overseas offering and listing by domestic companies, yet made the following updates compared to the Draft Overseas Listing Regulations: (a) further clarification of the circumstances prohibiting overseas issuance and listing; (b) further clarification of the standard of indirect overseas listing under the principle of substance over form, and (c) adding more details of filing procedures and requirements by setting different filing requirements for different types of overseas offering and listing. Pursuant to the Trial Measures, the Guidance Rules and Notice, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC within three working days following its submission of initial public offerings or listing application. The companies that have already been listed on overseas stock exchanges or have obtained the approval from overseas supervision administrations or stock exchanges for their offering and listing and will complete their overseas offering and listing prior to September 30, 2023 are not required to make immediate filings for their listing yet need to make filings for subsequent offerings in accordance with the Trial Measures. The companies that have already submitted an application for an initial public offering to overseas supervision administrations prior to the effective date of the Trial Measures but have not yet obtained the approval from overseas supervision administrations or stock exchanges for the offering and listing may arrange for the filing within a reasonable time period and should complete the filing procedure before such companies’ overseas issuance and listing.

Our PRC Counsel, Tenet & Partners, confirms that, as of the date of this prospectus, we do not currently expect the DSL, the Revised Review Measures, the PRC Personal Information Law, or the Trial Measures to have an impact on our Operating Subsidiary’s business, operations or this offering as it is believed that our Operating Subsidiary is not deemed to be an CIIO or data processor controlling personal information of no less than one million users, that are required to file for cybersecurity review before listing in the U.S. This is because: (i) our operating subsidiary was incorporated in Hong Kong and operate only in Hong Kong without any subsidiary or VIE structure in mainland China and each of the Review Measures 2021 and the Trial Administrative Measures does not clearly provide whether it shall be applied to a company based in Hong Kong; (ii) all of the data our operating subsidiary has collected is stored in servers located in Hong Kong, and we do not place any reliance on the collection and processing of any personal information to maintain our business operation; (iii) as of the date of this prospectus, neither has our Operating Subsidiary been informed by any PRC governmental authority of any requirement that it shall file for a CSRC review, nor received any inquiry, notice, warning, or sanction in such respect initiated by the CAC or related governmental regulatory authorities; and (iv) data processed in our business operation should not have a bearing on national security nor affect or may affect national security, and we have not been notified by any authorities of being classified as an Operator.

Furthermore, our PRC Counsel, Tenet & Partners, confirms, based on laws and regulations currently in effect in the PRC as of the date of this prospectus, we are not required to obtain regulatory approval from the CSRC or go through the filing procedures under the Trial Administrative Measures before our Class A Ordinary Shares can be listed

or offered in the U.S. since neither we, nor our subsidiaries, are “PRC domestic companies” which subject to the Trial Administrative Measure, because (i) our Operating Subsidiary is headquartered in Hong Kong, with its officers and all members of the board of directors based in Hong Kong who are not PRC citizens; (ii) our Operating Subsidiary does not, directly or indirectly, own or control any entity or subsidiary in the PRC, nor is it controlled by any Chinese company or individual directly or indirectly; (iii) we only operate in Hong Kong, all of our revenues and profits are generated by our Operating Subsidiary in Hong Kong, none of our business activities are conducted in the PRC, and we have not generated revenues or profits from the PRC in the most recent accounting year accounts for more than 50% of the corresponding figure in our audited consolidated financial statements for the same period; (iv) we do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity structure with any entity in the PRC; and (v) pursuant to the Basic Law, the constitutional document of Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense, foreign affairs, and other matters outside the autonomy of Hong Kong).

While our Operating Subsidiary has no current operations in the PRC, should we have any future operations in the PRC and should (i) we fail to receive or maintain such permissions or approvals, (ii) relevant permissions or approvals be indeed required (contrary to what we concluded), (iii) applicable laws, regulations, or interpretations change that require us to obtain such permissions or approvals in the future, we may face sanctions by the CSRC or other PRC regulatory agencies. These regulatory agencies may also impose limit on our ability to pay dividends outside of the PRC, or take other actions that could have a material adverse effect on our business as well as the trading price of our Class A Ordinary Shares. The CSRC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our Class A Ordinary Shares. In addition, if the CSRC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any action taken by the PRC government could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

As advised by our Hong Kong Counsel, as of the date of this prospectus, the Company and its subsidiaries are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the U.S. As advised by our Cayman Islands Counsel, as of the date of this prospectus, we are not required to obtain any permissions or approvals from Cayman Islands authorities to issue our Class A Ordinary Shares to foreign investors. No permissions or approvals have been applied for by the Company or denied by any relevant authorities. However, we have been advised by Hong Kong Counsel that uncertainties still exist, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future.

Although we are currently not required to obtain approvals from the PRC authorities to operate our business or list on the U.S. securities exchanges and offer securities, specifically, we are currently not required to obtain any permission or approval from the CSRC, the CAC or any other PRC governmental authority to operate our business or to list our securities on a U.S. securities exchange or issue securities to foreign investors, we cannot assure you that the PRC regulatory agencies, including the CAC, would take the same view as we do, and there is no assurance that we can fully or timely comply with such laws. The relevant PRC governmental authority may not take a view that is consistent with ours. Also, if we were deemed to be an CIIO or a “data processor” controlling personal information of no less than one million users under the Measures, or if other regulations promulgated in relation to the Measures are deemed to apply to us, our business operations and the listing of our Class A Ordinary Shares in the U.S. could be subject to cybersecurity review by the CAC, in the future. In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be completed in a timely fashion or at all. Given such uncertainty, we may be further required to suspend our relevant business, shut down our website, or face other penalties which could materially and adversely affect our business, financial condition, and results of operations.

Furthermore, if the Trial Administrative Measures, Measures for Cybersecurity Review (2021), the Personal Information Protection Law, become applicable to us or our Operating Subsidiary in Hong Kong, our operation and the listing of our Class A Ordinary Shares in the United States could be subject to the CAC’s cybersecurity review or the CSRC Overseas Issuance and Listing review in the future. If there are any changes to the applicable laws, regulations, or interpretations and our Operating Subsidiary become subject to the CAC or CSRC review, we cannot assure you that our Operating Subsidiary will be able to comply with the regulatory requirements in all respects and our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory

authorities. Compliance with these laws and regulations could significantly increase the cost of our service offerings, require significant changes to our operations or even prevent us from providing certain service offerings in jurisdictions in which we currently operate or in which we may operate in the future. If there is a significant change to the current political arrangements between the PRC and Hong Kong, or the applicable laws, regulations, or interpretations change, and/or if we were required to obtain such permissions or approvals in the future in connection with the listing or continued listing of our securities on a stock exchange outside of the PRC, it is uncertain how long it will take for us to obtain such approval, and, even if we are able to obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the necessary permissions from the PRC authorities to conduct offerings or list outside of the PRC may subject us to sanctions imposed by the CSRC, CAC, or other PRC regulatory authorities. It could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into the PRC as foreign investments or accept foreign investments, ability to offer or continue to offer Class A Ordinary Shares to investors or list on the U.S. or other overseas exchange may be restricted, and the value of our Class A Ordinary Shares may significantly decline or be worthless, our business, reputation, financial condition, and results of operations may be materially and adversely affected. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our Class A Ordinary Shares. In addition, if the CSRC, the CAC, or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities. We may also be subject to sanctions imposed by PRC regulatory agencies, including the China Securities Regulatory Commission (“CSRC”), if we fail to comply with their rules and regulations. PRC regulatory authorities could disallow our operating structure in the future, and this would likely result in a material change in our operations in Hong Kong and/or the value of our securities, which could cause the value of such securities to significantly decline or become worthless.

Compliance with Hong Kong’s Personal Data (Privacy) Ordinance and any such other existing or future data privacy-related laws, regulations and governmental orders may entail significant expenses and could materially affect our business.

Although we are not subject to cybersecurity review by the Corporate Affairs Commission nor any other PRC authorities for this offering or required to obtain regulatory approval regarding the data privacy and personal information requirements from the Corporate Affairs Commission nor any other PRC authorities for ours and our Operating Subsidiary’s operations in Hong Kong, our Operating Subsidiary is subject to a variety of laws and other obligations regarding data privacy and protection in Hong Kong.

In particular, the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) (“PDPO”) imposes a duty on any data user who, either alone or jointly with other persons, controls the collection, holding, processing or use of any personal data which relates directly or indirectly to a living individual and can be used to identify that individual. Under the PDPO, data users shall take all practicable steps to protect the personal data they hold from any unauthorized or accidental access, processing, erasure, loss, or use. Once collected, such personal data should not be kept longer than necessary for the fulfilment of the purpose for which it is or is to be used and shall be erased if it is no longer required, unless erasure is prohibited by law or is not in the public interest. The PDPO also confers on the Privacy Commissioner for Personal Data (“Privacy Commissioner”) power to conduct investigations and institute prosecutions. The data protection principles (collectively, the “DPPs”), which are contained in Schedule 1 to the PDPO, outline how data users should collect, handle, and use personal data, complemented by other provisions imposing further compliance requirements. The collective objective of DPPs is to ensure that personal data is collected on a fully informed basis and in a fair manner, with due consideration towards minimizing the amount of personal data collected. Once collected, the personal data should be processed in a secure manner and should only be kept for as long as necessary for the fulfilment of the purposes of using the data. Use of the data should be limited to or related to the original collection purpose. Data subjects are given certain rights, inter alia: (a) the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; (b) if the data user holds such data, to be supplied with a copy of such data; and (c) the right to request correction of any data they consider to be inaccurate. The Commissioner may carry out criminal investigations and institute prosecution for certain offenses. Depending on the severity of the cases, the Privacy Commissioner will decide whether to prosecute or refer cases involving suspected commission to the Department of Justice of Hong Kong. Victims may also seek compensation by civil action from data users for damage caused by a contravention of the PDPO. The Commissioner may provide legal assistance to the aggrieved data subjects if the Commissioner deems fit to do so.

We believe that our Operating Subsidiary has been in compliance with the data privacy and personal information requirements of the PDPO. Moreover, we do not expect to be subject to any cybersecurity review by Hong Kong and PRC government authorities for this offering. However, if we or our Operating Subsidiary conducting business operations in Hong Kong have violated certain provisions of the PDPO, we or our Operating Subsidiary could face significant civil penalties and/or criminal prosecution, which could adversely affect our business, financial condition, and results of operations.

Our Class A Ordinary Shares may be prohibited from being traded on any U.S. securities exchange, including the New York Stock Exchange and Nasdaq, or through any other trading method within the SEC’s regulatory jurisdiction, if our auditor is not inspected by the PCAOB for two consecutive years, and this ultimately could result in trading in our Class A Ordinary Shares being prohibited.

The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which was signed into law on December 29, 2022, amending the HFCAA and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB issued a determination report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) the PRC, and (ii) Hong Kong.

On August 26, 2022, the PCAOB announced and signed a statement of protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of the PRC. The Protocol provides the PCAOB with: (1) sole discretion to select the firms, audit engagements and potential violations it inspects and investigates, without any involvement of Chinese authorities; (2) procedures for PCAOB inspectors and investigators to view complete audit work papers with all information included and for the PCAOB to retain information as needed; (3) direct access to interview and take testimony from all personnel associated with the audits the PCAOB inspects or investigates.

On December 15, 2022, the PCAOB issued a new determination report which: (1) vacated the determination report issued on December 16, 2021; and (2) concluded that the PCAOB has been able to conduct inspections and investigations completely in the PRC in 2022. The December 15, 2022 Determination Report cautions, however, that authorities in the PRC might take positions at any time that would prevent the PCAOB from continuing to inspect or investigate completely. As required by the HFCAA, if in the future the PCAOB determines it no longer can inspect or investigate completely because of a position taken by an authority in the PRC, the PCAOB will act expeditiously to consider whether it should issue a new determination.

On December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before our Class A Ordinary Shares may be prohibited from trading or delisted. The delisting of our Class A Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.

Our auditor, Enrome LLP, is an independent registered public accounting firm that issues the audit report included elsewhere in this prospectus. As an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, it is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections on its audit works to assess its compliance with the applicable professional standards. Our auditor is currently subject to inspection by the PCAOB on a regular basis.

The SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended the SEC to implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA. For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended that the transition period before a company would be delisted would end on January 1, 2022.

The SEC has announced that the SEC staff is preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and to address the recommendations in the PWG report. It is unclear when the SEC will complete its rulemaking and when such rules will become effective and what, if any, of the PWG recommendations will be adopted. The implications of this possible regulation in addition to the requirements of the HFCAA are uncertain. Such uncertainty could cause the market price of our Class A Ordinary Shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national securities exchange earlier than would be required by the HFCAA. If our Class A Ordinary Shares are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our Class A Ordinary Shares when you wish to do so, and the risk and uncertainty associated with a potential delisting would have a negative impact on the price of our Class A Ordinary Shares.

Further, new laws and regulations or changes in laws and regulations in both the United States and the PRC could affect our ability to list our Class A Ordinary Shares, which could materially impair the market for and market price of our Class A Ordinary Shares.

Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, the PRC and other markets where the majority of our clients reside. The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Operating Subsidiary, which represents all of our business.

Political events, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy, and could have a material adverse effect on us and our customers, our service providers, and our other partners. International trade disputes could result in tariffs and other protectionist measures which may materially and adversely affect our business.

On May 28, 2020, the National People’s Congress of the PRC approved a proposal to impose a new national security law for Hong Kong and authorized the Standing Committee of the National People’s Congress to proceed to work out details of the legislation to be implemented in Hong Kong (the “Decision”). The Decision states that the new law will target secession, subversion of state power, terrorism activities and foreign interference. The stated objective of the Decision is to protect the national security of the PRC as a whole (including Hong Kong and Macau) and is not intended to have a direct commercial bearing on commercial and economic activities. The government believes the new law may bring about more stability to Hong Kong, which in turn may lay the foundation for commercial and economic activities to flourish.

On June 30, 2020, the Standing Committee of the National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offenses — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, U.S. President Trump signed the Hong Kong Autonomy Act (“HKAA”), into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including the former Hong Kong Special Administrative Region (“HKSAR”) chief executive Carrie Lam. On October 14, 2020, the U.S. State Department submitted to relevant committees of Congress the report required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Sino-British Joint Declaration or the Basic Law” of the Hong Kong Special Administrative Region of the People’s Republic of China, which is Hong Kong’s constitutional document. The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this authority.

The imposition of sanctions may directly affect the foreign financial institutions as well as any third parties or customers dealing with any foreign financial institution that is targeted. It is difficult to predict the full impact of the Hong Kong National Security Law and the HKAA on Hong Kong and companies located in Hong Kong. If our Operating Subsidiary, which represents all of our business, are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected.

Tariffs could increase the cost of goods and products which could affect customers’ purchasing decisions, which in turn can affect the spending habits of our clients. In addition, political uncertainty surrounding international trade disputes and the potential of their escalation to trade war and global recession could have a negative effect on consumer confidence, which could materially and adversely affect our business. We may have also access to fewer business opportunities, and our operations may be negatively impacted as a result. In addition, the current and future actions or escalations by either the United States or the PRC that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.

Our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in Hong Kong and the PRC generally. The Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us.

Economic conditions in Hong Kong and the PRC are sensitive to global economic conditions. Any prolonged slowdown in the global or Chinese economy may affect potential clients’ confidence in financial markets as a whole and have a negative impact on our business, results of operations and financial condition. Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.

If our Operating Subsidiary becomes subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed PRC-based companies, our Operating Subsidiary may have to expend significant resources to investigate and/or defend any allegations which could harm our Operating Subsidiary’s business operations, this offering and our reputation and could result in a loss of your investment in our Class A Ordinary Shares, in particular if such matter cannot be addressed and resolved favorably.

U.S. public companies that have substantially all of their operations in the PRC have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny has centered on financial and accounting irregularities and mistakes, lack of effective

internal controls over financial reporting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S.-listed Chinese companies that have been the subject of such scrutiny has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and/or SEC enforcement actions that are conducting internal and/or external investigations into the allegations.

It is uncertain what impact this widespread scrutiny, criticism, and negative publicity in this sector will have on us, our Operating Subsidiary’s business, or this public offering. If our Operating Subsidiary becomes the subject of such investigation, whether the allegations are valid or not, it may need to dedicate significant resources to investigate such allegations and/or defend our Group. Such investigations or allegations would be costly and time-consuming and likely would distract our management from our normal business and could result in our reputation being harmed. Our stock price could decline because of such allegations, even if the allegations are false.

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

Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, past outbreaks or epidemics, occurrence of any future epidemic outbreaks, as well as significant natural disasters, may affect the market and may adversely affect our Operating Subsidiary’s business operations. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems.” However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Since our operations are based in Hong Kong, any changes to such political arrangements may pose immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.

Under the Basic Law, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. However, certain recent developments including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, and the signing of the HKAA in the U.S. on July 14, 2020 has led to various sanctions against certain Hong Kong individuals, including against the former HKSAR chief executive Carrie Lam. The U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from the PRC and at the time President Trump signed an executive order and Hong Kong Autonomy Act, or HKAA, to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may further impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from the PRC. These and other recent actions may represent an escalation in political and trade tensions involving the U.S., the PRC, and Hong Kong, which could potentially harm our business.

Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our Operating Subsidiary’s business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative, or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our Class A Ordinary Shares could be adversely affected.

Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.

Since our Operating Subsidiary’s business is conducted in Hong Kong, its books and records are maintained in Hong Kong dollars, which is the currency of Hong Kong, and the financial statements that we file with the SEC and provide to our shareholders are presented in U.S. dollars. Although the exchange rate between the Hong Kong dollar to the U.S. dollar has been pegged since 1983, we cannot assure you that the Hong Kong dollar will remain pegged to the U.S. dollar. The value of the Hong Kong dollar against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the Hong Kong’s political and economic conditions and perceived changes in the economy of Hong Kong and the United States. Any significant fluctuations in the exchange rates between

Hong Kong dollars to U.S. dollars may have a material adverse effect on the results of our operations and financial condition. For example, to the extent that we are required to convert the net proceeds in U.S. dollars we receive from this offering into Hong Kong dollars for our operations, fluctuations in the exchange rates between Hong Kong dollars against the U.S. dollar would have an adverse effect on the amounts we receive from the conversion.

We have not used any forward contracts, futures, swaps or currency borrowings to hedge our exposure to foreign currency risk.

Risks Related to This Offering and the Class A Ordinary Shares

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

Prior to this initial public offering, there has been no public market for our Class A Ordinary Shares. We plan to list the Ordinary Shares on the [NYSE/NASDAQ]. Our Class A Ordinary Shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. If an active trading market for the Class A Ordinary Shares does not develop after this offering, the market price and liquidity of the Class A Ordinary Shares will be materially and adversely affected.

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

The market price for the Ordinary Shares may be volatile.

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

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

•        regulatory developments affecting us, our consumers or our industry;

•        announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors;

•        changes in the economic performance or market valuations of other content marketing businesses;

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

•        changes in financial estimates by securities research analysts;

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

•        additions to or departures of our senior management;

•        detrimental negative publicity about us, our management or our industry;

•        fluctuations of exchange rates between the Renminbi and the U.S. dollar;

•        release or expiry of lock-up or other transfer restrictions on our outstanding Class A Ordinary Shares; and

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

The trading market for the Class A Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrade the Class A Ordinary Shares or publish inaccurate or unfavorable research about our business, the market price for our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the Class A Ordinary Shares to decline.

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 Class A Ordinary Shares. As a result, you will experience immediate and substantial dilution of approximately US$[*] per Ordinary Share, representing the difference between the initial public offering price of US$[*]per Class A Ordinary Share and our net tangible book value per Ordinary Share as of March 31, 2025 after giving effect to the net proceeds to us from this offering. In addition, you may experience further dilution to the extent that our Class A Ordinary Shares are issued upon the exercise of any share options. 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.

Future issuances of our Class B Ordinary Shares may be dilutive to the voting power of our Class A Ordinary Shareholders.

Future issuances of our Class B Ordinary Shares, which can be approved by our Board of Directors, could result in dilution to existing holders of our Class A Ordinary Shares. Such issuances, or the perception that such issuances may occur, could depress the market price of the Class A Ordinary Shares.

In addition, there might be impact of the conversion of Class B Ordinary Shares on holders of Class A Ordinary Shares, including dilution and the reduction in aggregate voting power, as well as the potential increase in the relative voting power if any holder of the Class B Ordinary Shares retains their shares.

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 this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to 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

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

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. In addition, we will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short swing profit disclosure and recovery regime.

As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

The information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S. domestic issuers.

As a Cayman Islands company listed on the [NYSE/NASDAQ], we will be subject to the [NYSE/NASDAQ] corporate governance listing standards. However, [NYSE/NASDAQ] 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/NASDAQ] corporate governance listing standards. We do not currently plan to rely on home country practice with respect to any corporate governance matters. However, if we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would under the [NYSE/NASDAQ] Capital Market corporate governance listing standards applicable to U.S. domestic issuers.

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 24,250,000 Class A Ordinary Shares outstanding. 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 directors, executive officers, and owners of 5% or more of our Class A Ordinary Shares have agreed not to sell our Class A Ordinary Shares for a period of 180 days following the effective date of this prospectus, subject to extension under specified circumstances. Class A Ordinary shares subject to these lock-up agreements will become eligible for sale in the public market upon expiration of these lock-up agreements,

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

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

•        changes in political, social and economic conditions, the regulatory environment, laws and regulations and interpretation thereof in the jurisdictions where we conduct business or expect to conduct business;

•        the risk that we may be unable to realize our anticipated growth strategies and expected internal growth;

•        changes in the availability and cost of professional staff which we require to operate our business;

•        changes in customers’ preferences and needs;

•        changes in competitive conditions and our ability to compete under such conditions;

•        changes in our future capital needs and the availability of financing and capital to fund such needs;

•        changes in currency exchange rates or interest rates;

•        projections of revenue, profits, earnings, capital structure and other financial items;

•        changes in our plan to enter into certain new business sectors; and

•        other factors beyond our control.

You should read this prospectus and the documents that we refer to in this prospectus with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Industry Data and Forecasts

This prospectus contains certain data and information including industry data and information from Xiamen Flashstone Investment Management Consulting Co., Ltd. Statistical data in these publications also include projections based on a number of assumptions. The advertising industry in China may not grow at the rate projected by market data, or at all. Failure of our industries to grow at the projected rate may have a material and adverse effect on our subsidiaries’ business and the market price of our Class A Ordinary Shares. In addition, the rapidly changing nature of the content management industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our industry. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this Offering of approximately US$14,485,329, if the underwriters do not exercise their over-allotment option, and US$16,831,329 if the underwriters exercise their over-allotment option in full, after deducting the underwriting discounts, non-accountable expense allowance and estimated offering expenses payable by us. These estimates are based upon an assumed initial offer price of $5.00 per share, the midpoint of the estimated range of the initial public Offer Price shown on the front cover of this prospectus.

We plan to use the net proceeds of this Offering in the following order of priority:

•        approximately 40% to scale up our business by expanding our operation services, business areas, and increasing customer base;

•        approximately 30% to purchase more online media resources; and

•        approximately 30% to fund working capital and other general corporate purposes.

As of the date of this Prospectus we have not entered into any material agreements in relation to the acquisition of any businesses.

To the extent that our actual net proceeds is not sufficient to fund all of the proposed purposes, we will decrease our allocation of the net proceeds for the purposes set out above on a pro rata basis. We would anticipate raising additional capital through equity or debt financing sufficient to fund our proposed uses above.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this Offering. Our management will have significant flexibility in applying and discretion to apply the net proceeds of the offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this Offering differently than as described in this prospectus.

Pending deployment of the net proceeds for the uses described above, the funds may be placed in short-term deposits with financial institutions or used to invest in short-term money market instruments.

DIVIDEND POLICY

We have no formal dividend policy. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, our ability to pay dividends on our Shares is limited by various factors such as our future financial performance and bank covenants. Any future determination to pay dividends will be at the discretion of our Board of Directors, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board of Directors may deem relevant.

Our Board of Directors has complete discretion in deciding 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, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. Even if our board of directors decides to pay dividends, the 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. Please see section entitled “Taxation” of this prospectus for information on the potential tax consequences of any cash dividends declared.

CAPITALIZATION

The following tables set forth our capitalization as of September 30, 2025:

•        on an actual basis; and

•        on a pro forma as adjusted basis to reflect the issuance and sale of the 4,250,000 Class A Ordinary Shares at an assumed initial public Offer Price of 4.00 per share (the midpoint of the price range set forth on the cover page of this prospectus) after deducting the underwriting discounts and commissions and estimated Offering expenses payable by us, assuming the underwriters do not exercise the over-allotment option.

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

We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Based on our dual-class voting structure, holders of Class A Ordinary Shares will be entitled to one (1) vote per share in respect of matters requiring the votes of shareholders including the election of directors, amendment of memorandum and articles of association, and approval of major corporate transactions, while holders of Class B Ordinary Shares will be entitled to fifty (50) votes per share. Each Class B Ordinary Share shall be convertible into one Class A Ordinary Share at the option of the holder thereof at any time after issue, however, Class A Ordinary Shares are under no circumstances convertible into any Class B Ordinary Shares. As of the date of this prospectus, 20,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares were issued and outstanding. A shareholder must keep more than 2,700,000 Class B Ordinary Shares to control 50% of the voting right of the Company and control the outcome of matters submitted to shareholders for approval. We will issue 4,250,000 Class A Ordinary Shares in this Offering. Subsequent to the Offering, 24,250,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares will be issued and outstanding. A shareholder must keep more than 2,742,500 Class B Ordinary Shares after the Offering to control 50% of the voting right of the Company and control the outcome of matters submitted to shareholders for approval.

____________

(1)      Pro forma additional paid in capital reflects the net proceeds we expect to receive, after deducting underwriting fee, underwriter expense allowance and other expenses. We expect to receive net proceeds of approximately $14,485,329 (Offering proceeds of $17,000,000 less underwriting discounts of $1,190,000, non-accountable expense of $170,000 and Offering expenses of $1,154,671. The Class A Ordinary Shares reflects the net proceeds we expect to receive, after deducting underwriting discounts, Underwriter expense allowance and other expenses.

DILUTION

If you invest in our Class A Ordinary Shares, your interest will be diluted to the extent of the difference between the initial public offer price per share and our net tangible book value per share after this offering. Dilution results from the fact that the initial public offer price per share is substantially in excess of the book value per ordinary share attributable to the existing Shareholders for our presently outstanding shares.

Net tangible book value represents the amount of our total assets, excluding goodwill and other intangible assets, less our total liabilities. Our net tangible book value as of September 30, 2025 was US$1,475,485, or US$0.06 per Ordinary Share.

After giving effect to the issuance and sale of 4,250,000 Class A Ordinary Shares in this Offering at an assumed initial public offer price of US4.00 per share (the midpoint of the estimated price range set forth on the cover of this prospectus), and after deducting underwriting discounts and estimated Offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2025 would have been US$15,960,814, or US$0.55 per outstanding ordinary share. This represents an immediate increase in net tangible book value of US$0.49 per Class A Ordinary Share to existing shareholders and an immediate dilution in net tangible book value of US$3.45 Class A Ordinary Share to investors purchasing Class A Ordinary Shares in this offering. The following table illustrates such dilution:

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per Class A Ordinary Share after this offering would be US$0.61, the increase in net tangible book value per Ordinary Share to existing shareholders would be US$0.55, and the immediate dilution in net tangible book value per Ordinary Share to new investors in this offering would be US$3.39.

To the extent that we issue additional Ordinary Shares in the future, there will be further dilution to new investors participating in this offering.

The following table summarizes, on a pro forma as adjusted basis as of September 30, 2025, the total number of Class A Ordinary Shares purchased from us, the total cash consideration paid to us, and the average price per share paid by existing shareholders and by investors in this offering. The table below reflects an assumed initial public offering price of US4.00 per share (the midpoint of the estimated price range set forth on the cover of this prospectus), for Shares purchased in this Offering and excludes underwriting discounts and commissions and estimated offering expenses payable by us.

The dilution information in this section is presented for illustrative purposes only. Our as adjusted net tangible book value following the consummation of this Offering is subject to adjustment based on the actual initial public offering price of our Class A Ordinary Shares and other terms of this offering determined at pricing.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following summary presents consolidated balance sheet data as of March 31, 2025 and September 30, 2025, and consolidated statements of operations data for the years ended March 31, 2024 and 2025, as well as for the six months ended September 30, 2024 and 2025. These data have been derived from our audited financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with GAAP. You should read this “Selected Consolidated Financial and Operating Data” section together with our consolidated financial statements and the related notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this prospectus.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

OVERVIEW

We are an online multi-channel network (MCN) marketing solution provider based in Hong Kong SAR, specializing in influencer marketing and multi-platform media marketing, for the youth market. We are dedicated to helping our clients in implementing and enhancing their online marketing activities with a view to achieving their business goals.

MCN (Multi-Channel Network) is an intermediary platform that connects brands with content creators, providing content production, monetization, and distribution services under revenue-sharing agreements. Its core value lies in reducing transaction costs between brands and creators while optimizing content marketing efficiency. We advise clients on online marketing strategies, offer advertising optimization services and facilitate the deployment of advertising campaigns. Our advertising campaigns can include various forms of content creation for social media and targeted marketing, such as short videos, live broadcasts, scenario-based content implantation, social media posts, search ads, in-feed ads, and banner ads.

Relying on our well-established network of media resources and our management’s industry experience in connecting with youth culture, we have grown rapidly from a start-up digital marketing agency founded in 2019 to a MCN marketing solution provider. According to the Flashstone Report, the market size of the Asia MCN market has grown to $10.6 billion in 2024, and forecasted to grow to $22.4 billion by 2029, accounting for approximately 55.6% of the global MCN market. Hong Kong, serving as a critical bridge connecting Mainland China and Southeast Asia, leverages its distinctive position as a cross-border hub to attract substantial digital e-commerce activities. Concurrently, the establishment of operations by some leading Mainland China-based MCN institutions has catalysed the market’s expansion. Consequently, Hong Kong’s MCN market size accelerated rapidly from USD 162 million in 2019 to USD 637 million in 2024. This trajectory is expected to persist, with the market projected to sustain rapid growth momentum and reach USD 1,025 million by 2029.

We support clients by formulating their online advertising strategies, optimizing their social media presence, and running their ads on suitable advertising channels with a view to achieving their business goals. We have built a broad and diverse client base across various industries. We believe our ability to attract and retain these clients reflects our high level of efficacy, which is essential to our business growth.

We offer two types of advertising services: (i) online influencer marketing, and (ii) online precision marketing services. Our online influencer marketing services consist of a network of online influencers that can generate targeted content based on our directions on brand marketing for deployment on social media and short-video platforms. We provide a comprehensive service to clients, ranging from influencer screening to delivery optimization. Our online precision marketing services consist of data driven online brand marketing through the implementation of search ad placements, in-feed ad placements, search ads, and/or banner ad placements across dominant online platforms such as Google, TikTok, and YouTube.

Our total revenues increased by US$5.7 million, or 186.9%, to US$8.7 million for the year ended March 31, 2025, compared to US$3.0 million for the year ended March 31, 2024. Our total revenues increased by US$4.8 million, or 76.9 %, to US$11.0 million for the six months ended September 30, 2025, compared to US$6.2 million for the six months ended September 30, 2024. Our net income increased by US$0.8 million, or 449.3%, to US$1.0 million for the year ended March 31, 2025, compared to US$0.2 million for the year ended March 31, 2024. Our net income were US$875,418 and US$933,159 for the six months ended September 30, 2024 and 2025, respectively.

KEY FACTORS THAT AFFECT OPERATING RESULTS

The historical performance and outlook for our business are influenced by numerous factors, including the following:

Our ability to retain our existing customers and secure new customers.

A significant portion of our revenue is generated from a small number of major customers which are based in the media and entertainment industry, the loss of, or significant reduction of business with, one or more of which could have a material adverse effect on our business. For the fiscal years ended March 31, 2024 and 2025, respectively, our top five customers, all of which operate in the media and entertainment industry, accounted for approximately 71.0% and 61.3% of our revenue. For the six months ended September 30, 2024 and 2025, respectively, our top five customers, all of which operate in the media and entertainment industry, accounted for approximately 59.8% and 81.8% of our revenue. Our success depends on our ability to maintain relationships with our recurring customers, which includes any current customers and customers with which we have done business within the past three years, and to attract new customers, while our existing competitors and new entrants into the market may be able to offer marketing packages at better terms than ourselves. While many of our customers have engaged us for recurring advertising projects, our customers are not bound by contractual agreement to continue a business relationship with us and are at their discretion to choose these competitors over us. We cannot assure you that our customer relationships will continue as presently in effect. The contract length of our customer agreements ranges from 1 month to 2 months, and typically terminates upon completion of fulfilment of the rights and obligations of both parties under the agreements. There is no assurance any of our customers will continue to utilize our services, renew our existing contracts, or continue at the same volume levels. A reduction in or termination of our services by one or more of our major customers could have a material adverse effect on our business, financial condition and results of operations.

There is no guarantee that our existing customers will invite us to tender when they have new marketing projects, and there is no assurance that we will be awarded enough marketing projects in the future commensurate with our current revenue level. Our operations and financial results would be adversely affected if we are unable to retain our existing customers, or secure further advertising projects from them, or fail to provide competitive advertising packages to attract new customers, all of which may lead to a decrease in the number of marketing projects we cater for and the corresponding business revenue.

Our ability to maintain our relationship with media channel partners, and influencer agencies and organizations.

We have established and maintained relationships with a concentrated network of influencer agencies and organizations, as well as media channel partners. For the fiscal years ended March 31, 2024 and 2025, respectively, our top five suppliers, accounted for approximately 89.2% and 66.9% of our cost of revenue. For the six months ended September 30, 2024 and 2025, respectively, our top five suppliers, accounted for approximately 64.2% and 79.5% of our cost of revenue. Our future growth will depend on our ability to maintain our relationships with existing influencer agencies and media channel partners, as well as building partnerships with new media channels and influencer agencies. If any influencer agency or media channel partner ends its cooperative relationship with our operating subsidiary or imposes commercial terms which are less favorable to our operating subsidiary, or our operating subsidiary fails to secure cooperative relationships with new influencer agencies or media channel partners, it may lose access to the relevant advertising channels, lose its advertiser clients, and lose potential revenue. As a result, our operating subsidiary’s business, results of operations, financial condition and prospects may be materially and adversely affected.

Our operating subsidiary’s ability to compete successfully.

There are numerous companies that specialize in the provision of online advertising services in Hong Kong and China. Our operating subsidiary competes primarily with its competitors and potential competitors for access to agency relationships with quality influencer agencies and popular media channels, and advertiser client base. The online marketing industry in Hong Kong and China is rapidly evolving. Competition can be increasingly intensive and is expected to increase significantly in the future. Increased competition may result in price reductions for marketing services, reduced margins and loss of our market share.

If our operating subsidiary fails to compete successfully, it could lose out in procuring advertiser clients, and securing agency relationships with potential influencer agencies and media partners, which could have an adverse impact on our business, results of operations, and prospects. We also cannot assure you that our operating subsidiary’s

strategies will remain competitive or that they will continue to be successful in the future. Increasing competition could result in pricing pressure and loss of our market share, either of which could have a material adverse effect on our financial condition and results of operations.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenues

Our revenues consist of (i) revenues from online influencer marketing. By leveraging influencer resources across multi-platform ecosystems (e.g., TikTok, XShort, YouTube), we offer end-to-end solutions for brands. These solutions include identifying and matching multi-platform influencers aligned with customer objectives, developing customized marketing content leveraging influencer reach, publishing content via influencer accounts per contractual schedules, and providing post-campaign performance reviews; (ii) revenues from online precision marketing. By delivering full-funnel precision marketing services to brands across major social platforms like TikTok, Google, and YouTube, we deploy targeted ads through banners and video interstitials per agreed schedules and exposure targets.

Cost of Revenues

Cost of revenues represents costs and expenses incurred in order to generate revenue. Our cost of revenues primarily consists of integrated entertainer resources, short-video promotion campaigns, live-streaming e-commerce services, scenario-based content placements and other marketing related expenses purchased from suppliers. Such costs are recorded as incurred.

Gross Profit

Our gross profit equals our revenue less our cost of revenues. Our gross profit is primarily affected by our ability to generate revenue and the fluctuation of our cost. Our gross profit margin was 17.4% and 20.9%, respectively for the years ended March 31, 2024 and 2025. Our gross profit margin was 20.8% and 20.6%, respectively for the six months ended September 30, 2024 and 2025.

Operating expenses

Operating expenses include selling and marketing expenses and general and administrative expenses. Selling and marketing expenses primarily comprise project promotion fees, which are project referral commissions paid to project introducers, and other miscellaneous selling expenditures. General and administrative expenses mainly consist of professional service fees, rental and property management fee, office expenses, and other miscellaneous corporate expenses.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, and we are not subject to income or capital gains taxes. Additionally, upon payments of dividends by us to its shareholders, no Cayman withholding tax will be imposed.

British Virgin Islands

Our subsidiary, Red Wisdom (BVI) is incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, Red Wisdom (BVI) is not subject to tax on income or capital gains. Additionally, upon payments of dividends by us to its shareholders, no BVI withholding tax will be imposed.

Hong Kong

Our subsidiary, Red Wisdom HK is incorporated in Hong Kong and is subject to Hong Kong profits tax rate. Under the two-tiered profits tax rates regime, the first 2,000,000 Hong Kong Dollar (“HKD”) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD2,000,000 will be taxed at 16.5%. Additionally, upon payments of dividends by us to its shareholders, no Hong Kong withholding tax will be imposed.

RESULTS OF OPERATIONS

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

Six Months Ended September 30, 2024 Compared to Six Months Ended September 30, 2025

Revenues

The following table sets forth our revenues, both in absolute amount and as a percentage of the total revenues, for the six months ended September 30, 2024 and 2025:

Our total revenues increased by approximately US$4.8 million, or 76.9%, from approximately US$6.2 million for the six months ended September 30, 2024 to approximately US$11.0 million for the six months ended September 30, 2025. This substantial growth is driven by the strong performance of both our business streams.

Across both business lines, customers engaged us for larger-scale and more comprehensive marketing campaigns, resulting in higher revenue generated per project. The average project size for online influencer marketing increased by approximately US$0.1 million, representing a year-over-year increase of approximately 52.6%, while the average project size for online precision marketing increased by approximately US$0.2 million, representing a year-over-year increase of approximately 169.9%.

In contrast, the total number of projects undertaken decreased slightly from 36 for the six months ended September 30, 2024 to 34 for the six months ended September 30, 2025. This decrease was primarily attributable to our strategic focus on higher-value, more integrated marketing engagements, as well as customers’ preference to consolidate marketing budgets into fewer but larger and longer-duration campaigns. As a result, although the number of projects declined modestly, overall project scale and revenue contribution per project increased.

Cost of Revenues

The following table sets forth our cost of revenues, both in absolute amount and as a percentage of the total cost of revenues, for six months ended September 30, 2024 and 2025:

Our cost of revenues increased by US$3.8 million, or 77.4% from US$4.9 million for the six months ended September 30, 2024 to US$8.8 million for the six months ended September 30, 2025, which was in line with the boost in our online influencer marketing and online precision marketing revenues. This growth involved more supplier partnerships to enhance cross-platform campaign capabilities. For the six months ended September 30, 2025, we extended our cooperation with seven new suppliers and incurred incremental cost of US$6.6 million to expand our influencer networks and diverse advertisement platforms. These investments supported our proactive response to market demand and positioned us for sustainable revenue growth.

Gross Profit

Our breakdown of gross profit by revenue streams for the six months ended September 30, 2024 and 2025 is set forth below:

Our gross profit increased by US$1.0 million, or 74.7%, from US$1.3 million for the six months ended September, 2024 to US$2.3 million for the six months ended September 30, 2025, primarily driven by strong revenue growth resulting from larger average project sizes across both online influencer marketing and online precision marketing. Despite the significant expansion in business scale, overall gross profit margin remained relatively stable, decreasing slightly from 20.8% to 20.6%, reflecting our continued efforts to manage project-related costs and improve operating efficiency as project scale increased.

Operating Expenses

The following table sets forth our operating expenses, both in absolute amount and as a percentage of the total operating expenses, for the six months ended September 30, 2024 and 2025:

Operating expenses increased from US$0.3 million for the six months ended September 30, 2024 to US$1.1 million for the six months ended September 30, 2025, attributable to the increases both in our selling expenses and general and administrative expenses.

Selling and marketing expenses

Selling and marketing expenses increased by 243.2% from US$0.2 million for the six months ended September 30, 2024 to US$0.6 million for the six months ended September 30, 2025, which was primarily attributable to the increased referral commission fees to obtain new projects and new customers, including 20 new projects and 5 new customers during the period.

General and administrative expenses

General and administrative expenses increased by US$0.5 million, or 491.6% from US$0.1 million for the six months ended September 30, 2024 to US$0.6 million for the six months ended September 30, 2025. The increase was primarily attributable to an increase of US$0.6 million in the allowance of credit losses, mainly resulting from the aging of certain receivables and the reassessment of the recoverability of a receivable from a single customer, for which contact could no longer be established during the period, resulting in a full provision based on management’s assessment of recoverability.

Financial income/(expenses), net

Financial income/(expenses), net mainly consisted of exchange gain/(loss), which amounted to a net income of US$16,127 for the six months ended September 30, 2025, and a net loss of US$9,175 for the six months ended September 30, 2024.

Income tax expenses

Our income tax expenses were US$147,402 and US$159,083 for the six months ended September 30, 2024 and 2025, respectively. The slight decrease was generally in line with the decrease in pretax profit for the six months ended September 30, 2025.

Net income

As a result of the foregoing, our net income increased by US$57,741, or 6.6%, from US$875,418 for the six months ended September 30, 2024 to US$933,159 for the six months ended September 30, 2025.

Year Ended March 31, 2024 Compared to Year Ended March 31, 2025

Revenues

The following table sets forth our revenues, both in absolute amount and as a percentage of the total revenues, for the years ended March 31, 2024 and 2025:

Our total revenues increased by approximately US$5.7 million, or 186.9%, from approximately US$3.0 million for the year ended March 31, 2024 to approximately US$8.7 million for the year ended March 31, 2025. This substantial growth is driven by the strong performance of both our business streams.

Revenues from our online influencer marketing increased by US$4.8 million, or 320.1%, from US$1.5 million for the year ended March 31, 2024 to US$6.3 million for the year ended March 31, 2025, which was primarily driven by the sharp rise in project volume for the year ended March 31, 2025. The number of projects soared from 6 for the year ended March 31, 2024 to 29 for the year ended March 31, 2025, which was attributed to our expanded market penetration, accumulated influencer resources across multi-platforms and growing brand partnerships.

Revenues from our online precision marketing increased by 57.1%, from US$1.5 million for the year ended March 31, 2024 to US$2.4 million for the year ended March 31, 2025, driven by two synergistic drivers: a 38.5% increase in project volume, with the number of projects climbed from 13 for the year ended March 31, 2024 to 18 for the year ended March 31, 2025, and a 13.5% rise in the average revenue per project, with the average project service fee increased by around US$16,019, or 13.5%. The above increase reflected the brands’ growing reliance on our data-driven, full-funnel campaigns, which utilized platforms such as TikTok, Google, and YouTube, and our ability to provide comprehensive, cross-sector, end-to-end solutions.

Cost of Revenues

The following table sets forth our cost of revenues, both in absolute amount and as a percentage of the total cost of revenues, for the years ended March 31, 2024 and 2025:

Our cost of revenues increased by US$4.4 million, or 174.4% from US$2.5 million for the year ended March 31, 2024 to US$6.9 million for the year ended March 31, 2025, which was in line with the boost in our online influencer marketing and online precision marketing revenues. The increased cost stemmed from our expanding project portfolio, with the number of projects rising from 19 for the year ended March 31, 2024 to 47 for the year ended March 31, 2025. This growth involved more supplier partnerships to enhance cross-platform campaign capabilities. For the year ended March 31, 2025, we extended our cooperation with five new suppliers and incurred incremental cost of US$2.3 million to expand our influencer networks and diverse advertisement platforms. These investments supported our proactive response to market demand and positioned us for sustainable revenue growth.

Gross Profit

Our breakdown of gross profit by revenue streams for the years ended March 31, 2024 and 2025 is set forth below:

Our gross profit increased by US$1.3 million, or 246.3%, from US$0.5 million for the year ended March 31, 2024 to US$1.8 million for the year ended March 31, 2025. For the years ended March 31, 2024 and 2025, our overall gross profit margin was 17.4% and 20.9%, respectively.

This growth was driven by our enhanced brand reputation, which had empowered us to achieve higher pricing and deepen partnerships with leading brands. These collaborations recognized our service quality and capabilities, collectively boosting the premium-earning potential of our marketing campaigns. As a result, there was a rise in high-margin projects, which were defined as those with a gross profit margin exceeding 20%. The count of such high-margin projects soared from 5 for the year ended March 31, 2024 to 20 for the year ended March 31, 2025. Consequently, their proportion within the total project portfolio expanded from 26.3% to 42.6%. As these high-margin projects accounted for a larger share of the overall revenue, they successfully lifted the average profitability per project. In turn, this upward momentum drove a rise in the overall gross profit margin. This strategic prioritization of high-margin projects reflected our commitment to operational excellence and robust financial performance.

Operating Expenses

The following table sets forth our operating expenses, both in absolute amount and as a percentage of the total operating expenses, for the years ended March 31, 2024 and 2025:

Operating expenses increased from US$0.4 million for the year ended March 31, 2024 to US$0.7 million for the year ended March 31, 2025, attributable to the increases both in our selling expenses and general and administrative expenses.

Selling and marketing expenses

Selling and marketing expenses increased by 112.8% from US$0.2 million for the year ended March 31, 2024 to US$0.5 million for the year ended March 31, 2025, which was primarily attributable to the increased referral commission fees to obtain new projects.

General and administrative expenses

General and administrative expenses increased by US$66,305, or 51.3% from US$0.1 million for the year ended March 31, 2024 to US$0.2 million for the year ended March 31, 2025, which was primarily attributable to the expanded human resources services procured from a third-party provider as our business expanded.

Financial income/(expenses), net

Financial income/(expenses), net mainly consisted of exchange gain/(loss), which amounted to a net income of US$17,354 for the year ended March 31, 2024, and a net loss of US$8,608 for the year ended March 31, 2025.

Income tax expenses

Our income tax expenses were US$15,759 and US$0.2 million for the year ended March 31, 2024 and 2025, respectively. This increase was primarily attributable to the growth of pretax profit for the year ended March 31, 2025.

Net income

As a result of the foregoing, our net income increased by US$0.8 million, or 449.3%, from US$0.2 million for the year ended March 31, 2024 to US$1.0 million for the year ended March 31, 2025.

LIQUIDITY AND CAPITAL RESOURCES

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. To date, we have financed our working capital requirements from cash flow from operations, debt and equity financings. As of March 31, 2025 and September 30, 2025, we had cash of US$43,109 and US$265,383, respectively, and all of our cash were held in Hong Kong. Our net cash provided by operating activities was US$1,493 and US$288,911 for the years ended March 31, 2024 and 2025, respectively. Our net cash provided by operating activities was US$46,480 and US$295,436 for the six months ended September 30, 2024 and 2025, respectively.

We believe that our current cash and forecasted net cash flows will be sufficient to meet our forecasted working capital requirements and capital expenditures in the ordinary course of business for a period of at least twelve months following this offering. We intend to finance our future working capital requirements primarily from cash generated from operating activities, and then from funds raised from financing activities, if necessary. We believe that our current cash, forecasted net cash flows, and our anticipated net proceeds from this offering will be sufficient to meet our forecasted working capital requirements and capital expenditures in the ordinary course of business beyond the next twelve months following this offering.

Our future capital requirements depend on many factors, including our growth rate, the continuing market acceptance of our offerings, the timing and extent of spending to support our efforts to develop our services, the expansion of sales and marketing activities, and the expansion and penetration of our business presence into different geographic regions and markets. To enhance our liquidity position or increase our cash reserve for future investments or operations through additional financing activities, we may in the future seek equity financing or obtain credit facilities. The issue of additional equity securities, including convertible debt securities, would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Cash Flows

Cash Flows for the Six Months Ended September 30, 2024, compared to the Six Months Ended September 30, 2025

The table below sets forth our cash flows for the six months ended September 30, 2024 and 2025.

Operating activities

Net cash provided by operating activities was US$0.3 million for the six months ended September 30, 2025, which primarily reflected our net income of US$1.0 million as mainly offset by amortization of operating lease right-of-use asset of US$2,392, interest receivables on loans to third parties of US$9,503, deferred tax benefit of US$96,575 and provision for credit losses of US$0.6 million. Adjustment for changes in operating assets and liabilities primarily consisted of (i) an increase of US$2.5 million in contract liabilities due to more advance payments from clients for future projects; and (ii) an increase of US$0.4 million in accounts payable; partially offset by (i) an increase of US$1.2 million in accounts receivable as a result of increased revenue; and (ii) an increase of US$3.0 million in advances to suppliers arose from early supplier payments to secure key resources.

Net cash provided by operating activities was US$46,480 for the six months ended September 30, 2024, which primarily reflected our net income of US$0.9 million as mainly offset by amortization of operating lease right-of-use asset of US$2,299. Adjustment for changes in operating assets and liabilities primarily consisted of (i) an increase of US$1.6 million in accounts receivable as a result of increased revenue; and (ii) an increase of US$0.6 million in contract liabilities; partially offset by (i) an increase of US$2.0 million in advances to suppliers; and (ii) an increase of US$1.2 million in accounts payable due to our business expansion.

Investing activity

For the six months ended September 30, 2024, our net cash used in investing activity was US$45,348, which was related to loans provided to third parties.

Financing activity

For the six months ended September, 2025, our net cash used in financing activities was US$73,126, which reflected US$107,500 payment for deferred offering cost and was partially offset by US$34,374 proceeds from loan provided by a related party.

For the six months ended September, 2024, our net cash provided by financing activities was US$15,502, which was related to proceeds from loan provided by a related party.

Cash Flows for the Years Ended March 31, 2024, compared to the Years Ended March 31, 2025

The table below sets forth our cash flows for the years ended March 31, 2024 and 2025.

Operating activities

Net cash provided by operating activities was US$288,911 for the year ended March 31, 2025, which primarily reflected our net income of US$1.0 million as mainly offset by amortization of operating lease right-of-use asset of US$4,635. Adjustment for changes in operating assets and liabilities primarily consisted of (i) a decrease of US$1.8 million in accounts receivable resulted from more timely customer payments, driven by our intensified collection efforts; (ii) an increase of US$0.1 million in contract liabilities due to more advance payments from clients for future projects; and (iii) an increase of US$0.2 million in income tax payable due to the profit incurred for the year ended March 31, 2025; partially offset by (i) an increase of US$1.1 million in advance to suppliers arose from early supplier payments to secure key resources; (ii) a decrease of US$1.7 million in accounts payable.

Net cash provided by operating activities was US$1,493 for the year ended March 31, 2024, which primarily reflected our net income of US$0.2 million as mainly offset by amortization of operating lease right-of-use asset of US$1,140. Adjustment for changes in operating assets and liabilities primarily consisted of (i) an increase of US$2.1 million in accounts payable due to our business expansion; and (ii) an increase of US$0.2 million in accrued expenses and other current liabilities; partially offset by (i) an increase of US$2.5 million in accounts receivable as a result of increased revenue.

Investing activity

For the year ended March 31, 2025, our net cash used in investing activity was US$221,348, which was related to loans provided to third parties.

Financing activity

For the year ended March 31, 2025, our net cash used in financing activities was US$27,316, which reflected US$50,000 payment for deferred offering cost and was partially offset by US$22,684 proceeds from loan provided by a related party.

For the year ended March 31, 2025, our net cash provided by financing activities was US$1,298, which was related to proceeds from loan provided by a related party.

CONTRACTUAL OBLIGATIONS AND CONTINGENCIES

From time to time, we may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, we do not believe these actions, in the aggregate, will have a material adverse impact on our financial position, results of operations or liquidity. We are not aware of any material pending or threatened claims and litigation through and as of September 30, 2025.

Internal Control over Financial Reporting

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. 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 our internal control over financial reporting.

In the course of preparing and auditing our consolidated financial statements as of and for the fiscal years ended March 31, 2024 and 2025, we and our independent registered public accounting firm identified two material weakness in our internal control over financial reporting as of March 31, 2025. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Two material weaknesses that have been identified related to:

•        Our lack of sufficient and competent accounting staff and resources with appropriate knowledge of generally accepted accounting principles in the United States (“U.S. GAAP”) and SEC reporting and compliance requirements; and

•        Our lack of robust and formal period-end financial reporting policies and procedures in place to address complex U.S. GAAP technical accounting and the SEC reporting requirements.

To remedy our identified material weakness, we plan to improve our internal control over financial reporting through the following measures, among others:

(1)    develop and implement a comprehensive set of processes and internal controls to timely and appropriately

(i)     identify transactions that may be subject to complex U.S. GAAP accounting treatment, (ii) analyze the transactions in accordance with the relevant U.S. GAAP, and (iii) review the accounting technical analysis;

(2)    hire additional accounting staff members with U.S. GAAP and SEC reporting experiences to implement the abovementioned financial reporting procedures and internal controls to ensure the consolidated financial statements and related disclosures under U.S. GAAP and SEC reporting requirements are prepared appropriately on a timely basis; and

(3)    establish an ongoing training program to provide sufficient and appropriate trainings for accounting and financial reporting personnel, including trainings related to U.S. GAAP and SEC reporting requirements.

However, we cannot assure you that we will remediate our material weakness in a timely manner. See “Risk Factors — Risks Related to Our Business and Industry — Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud..”

As a company with less than US$1.235 billion in revenue for the last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.

Quantitative and Qualitative Disclosures about Market Risks

Economic and political risks

Our operations are mainly conducted in Hong Kong. Accordingly, our business, financial condition, and results of operations may be influenced by changes in the political, economic, and legal environments in Hong Kong.

Our operations in Hong Kong are subject to special considerations and significant risks. These include risks associated with, among others, the political, economic, and legal environment and foreign currency exchange. Our results may be adversely affected by changes in the political and social conditions in Hong Kong, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Liquidity Risk

We are also exposed to liquidity risk which is the risk that we are unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and related parties to obtain short-term funding to meet the liquidity shortage.

Credit Risk

Assets that potentially subject us to a significant concentration of credit risk primarily consist of cash, accounts receivable and other current asset.

We have designed our credit policies with an objective to minimize their exposure to credit risk. Our accounts receivable is short term in nature and the associated risk is minimal. We conduct credit evaluations on our clients and generally do not require collateral or other security from such clients. We periodically evaluate the creditworthiness of the existing clients in determining an allowance for expected credit losses primarily based upon the age of the receivables and factors surrounding the credit risk of specific clients.

INDUSTRY OVERVIEW

Unless otherwise noted, all the information and data presented in this section have been derived from the industry report from Xiamen Flashstone Investment Management Consulting Co., Ltd. (“Flash-Stone Consulting”) commissioned by us on July 16, 2025 entitled “Global MCN and Digital Targeted Advertising Market Research Report” (the “Flash-Stone Report”). Flash-Stone Consulting has advised us that the statistical and graphical information contained herein is drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur at the rates that are projected or at all.

Market Size and Forecast of the Global and Asian MCN Industry

Global Market Size and Forecast

MCN (Multi-Channel Network) is an intermediary platform that connects brands with content creators, providing content production, monetization, and distribution services under revenue-sharing agreements. Its core value lies in reducing transaction costs between brands and creators while optimizing content marketing efficiency.

Propelled by rapid digitization across consumer and commercial spheres, the global MCN sector has moved from nascent emergence to sustained expansion. In its formative years the proliferation of the internet and digital media created low-friction pathways for content creation and distribution, catalysing early-stage growth. The COVID-19 pandemic then accelerated the adoption of online lifestyles, triggering an upsurge in demand for premium digital content and amplifying the industry’s trajectory. Today the MCN market is firmly in a phase of steady, secular growth, underwritten by continued technology innovation, constantly evolving content formats and the rise of large, under-penetrated emerging markets.

Emerging regions such as Southeast Asia are scaling quickly as connectivity and smartphone penetration deepen, creating substantial white-space opportunities for MCN operators worldwide. Against this backdrop, the industry’s gross market value grew from USD 3.9 billion in 2019 to USD 20.9 billion in 2024 and is expected to exceed USD 40.2 billion by 2029.

Source: Flash-Stone Consulting

Several structural drivers underpin the sector’s momentum. Foremost, the ascendance of short-form video and live streaming has fundamentally reset consumer content-consumption patterns. Their direct, immersive nature captures target audience’s ‘in-between’ moments and has become a mainstream gateway for entertainment and transaction. MCN operators have responded by investing across the full content-to-commerce stack — production, talent incubation and data-driven operations — to maximize creator monetisation.

Secondly, legacy e-commerce is migrating toward content-led commerce. Brand owners now rely on MCNs’ storytelling and distribution capabilities to deliver more engaging, immersive shopping journeys — strengthening brand affinity and boosting conversion. Deep alliances with leading e-commerce platforms enable MCNs to layer product placements, live-streaming commerce and other innovative formats, thereby diversifying revenue and adding incremental growth.

Ongoing advances in digital media technology form the industry’s backbone. Big data analytics allow granular insight into user preferences, driving personalised content recommendations and precision marketing. Artificial intelligence streamlines creation, editing and moderation workflows, significantly improving efficiency and reducing cost. Cloud computing, meanwhile, provides the scalable, secure infrastructure required to store, distribute and analyse large content libraries. Together these technologies enhance both operating leverage and content quality, attracting new creators and widening the ecosystem.

Advertising — the industry’s traditional foundation — has re-accelerated as marketers rebalance budgets toward digital inventory. By combining content strategy, influencer aggregation and data-driven targeting, MCNs are delivering integrated solutions that resonate with advertisers and are capturing a growing share of spend.

The rise of “see-now-buy-now” behavior further tightens the feedback loop between content and commerce. Through live-streaming commerce and influencer seeding, MCNs convert traffic into immediate sales, opening up an incremental growth avenue. Although the paid-content model is still in its early stages, it reflects rising willingness to pay for differentiated, high-quality content — offering another future revenue layer.

Looking forward, technology will remain the core catalyst. AI-generated content (AIGC) is redefining production economics; virtual and augmented reality tools are enabling immersive storytelling; and blockchain technologies show promise in rights management and attribution. Content formats will continue to diversify — short dramas, interactive video and virtual influencers — helping operators reach niche audiences and expand market share. As penetration deepens across emerging markets, the industry is on track to enter a larger-scale, higher-quality and more format-rich cycle.

Industry structure is likewise expected to become more granular. Specialist MCNs focused on specific verticals are likely to emerge, building high-impact content matrices that serve targeted communities and thereby securing defensible competitive positions.

Asian Market Size and Forecast

Asia represents the world’s most compelling MCN opportunity set. Ubiquitous internet access and widespread smartphone adoption have fundamentally altered information and entertainment consumption, while the region’s sizeable — and still expanding — population of internet users underpins outsized growth prospects. The Asian MCN market reached USD 10.6 billion in 2024 and is projected to grow to USD 22.4 billion by 2029, accounting for roughly 55.6 percent of global industry value.

Source: Flash-Stone Consulting

The regional landscape shows divergent development trajectories China leads in scale, supported by sophisticated infrastructure, an integrated e-commerce value chain and supportive policy. Hong Kong, serving as a critical bridge connecting Mainland China and Southeast Asia, leverages its distinctive position as a cross-border hub to attract substantial digital e-commerce activities. Concurrently, the establishment of operations by some leading Mainland China-based MCN institutions has catalysed the market’s expansion. Consequently, Hong Kong’s MCN market size accelerated rapidly from USD 162 million in 2019 to USD 637 million in 2024. This trajectory is expected to persist, with the market projected to sustain rapid growth momentum and reach USD 1,025 million by 2029.

Southeast Asia, in particular, is emerging as the region’s incremental engine. Improved connectivity allows creators to produce and distribute high-definition video and live streams more efficiently, enhancing user experience and engagement. Favorable demographics — young, mobile-first consumers with a penchant for personalized content — further accelerate adoption. The region’s fast-growing e-commerce sector promotes tight MCN-retailer partnerships, enabling seamless conversion from content to transaction.

In Japan, the MCN model emphasizes meticulous production values and multi-platform syndication, while monetization spans advertising, merchandise, subscription and offline events. South Korea’s ‘idol + MCN’ formula, which combines formal talent training with social-media management, delivers rapid fan engagement and diversified cash-flow streams such as live-streaming commerce and brand endorsements.

Technological adoption — AI personalization, VR/AR immersion and 5G bandwidth — will continue to elevate user experience and creative productivity. As competition intensifies, scale players will double down on R&D and talent, whereas smaller entrants are expected to pursue niche verticals. Cross-sector entrants, including internet platforms and legacy media, are already reshaping the competitive landscape.

Monetization will likewise broaden. Beyond advertising and live-streaming commerce, recurring subscription income and knowledge-based products are poised to become additional growth pillars.

Market Size and Forecast of the Global and Asian Digital Targeted Advertising Industry

Global Market Size and Forecast

Global digital targeted advertising has scaled rapidly alongside advancements in digital targeting technologies, expanding from USD 332.5 billion in 2019 to USD 604.2 billion in 2024, and is forecast to reach USD 810.5 billion by 2029.

Source: Flash-Stone Consulting

Sustained growth is driven by technology, shifting consumer behavior, and rising penetration in underserved markets. Big data analytics, AI, and machine learning enable precise audience segmentation and optimize campaign performance, while cloud computing provides the elastic infrastructure to deploy ads at scale.

Digital consumption habits, such as online shopping, streaming entertainment, and social engagement, have made digital targeted advertising an integral part of brand strategy. Mobile usage, in particular, offers constant, context-rich touchpoints that amplify reach and effectiveness.

Emerging markets drive incremental growth. As connectivity and smartphone ownership rise, e-commerce flourishes, prompting advertisers to redirect budgets to capture incremental demand, thereby boosting overall spend.

Continued advances in AI and machine learning will sharpen personalization; IoT integration will pioneer new advertising scenarios across smart devices; and competitive pressure will accelerate innovation across formats and expression.

Video, especially short-form and live streaming, will remain the fastest-growing format. Interactive and AR-enabled ads are gaining traction, while programmatic trading is set to capture an ever-larger share of budgets, owing to its automation and efficiency.

Asian Market Size and Forecast

Asia’s digital targeted advertising market reached USD 215.3 billion in 2024 and is projected to exceed USD 300.7 billion by 2029, making it the primary global growth engine.

Source: Flash-Stone Consulting

Widespread AI and big data adoption enables precision targeting, while smartphone ubiquity has made mobile inventory the dominant growth vector. The rise of regional e-commerce platforms further fuels digital advertising demand as merchants vie for consumer attention in increasingly crowded marketplaces.

Benefiting from widespread digital technology adoption, rising online consumption, and high social media penetration, Hong Kong’s digital advertising market experienced robust expansion from 2019 to 2024, growing from USD 1.3 billion to USD 2.1 billion. The accelerated rollout of 5G networks, near-universal smartphone adoption, and maturation of digital payment systems have driven consumers toward e-commerce platforms with increasing frequency. Advertisers have correspondingly shifted budgets from traditional media to higher-precision digital channels — particularly social platforms (e.g., Facebook, Instagram) and video streaming services (e.g., YouTube). This trajectory is projected to continue, with the market expected to reach USD 2.7 billion by 2029.

Source: Flash-Stone Consulting

Japan and Korea continue to lead in terms of maturity and steady expansion. Southeast Asia, with accelerating penetration and a growing population of internet users, is recording the highest growth rates, aided by rapid uptake of programmatic and social media advertising.

Meanwhile, Southeast Asia possesses a substantial youth population cohort, with individuals aged 30 or younger constituting a significant majority of the regional demographic. This demographic cohort exhibits strong curiosity and enthusiasm for novel experiences, demonstrates distinct demand for personalized and diversified content formats, and actively engages through interactive participation. Multi-channel network (MCN) operators precisely identify the interest points of these young users and develop substantial volumes of content tailored to their preferences, thereby successfully attracting significant youth followings. This consumption momentum, principally driven by the youth demographic, continues to propel sustained and rapid expansion of the market scale.

Looking ahead, deeper enterprise digitization will support higher ad budgets, while technology advances such as AI, cloud, and AR/VR will enhance both effectiveness and user experience. Richer, more immersive formats will diversify monetization opportunities and cement Asia’s role at the center of global digital targeted advertising growth.

Competitive Landscape

Southeast Asia has emerged as one of the fastest-growing subregions within Asia’s digital targeted advertising landscape, benefiting from both a demographic dividend and rapid economic expansion. The region’s rising working-age population and ongoing consumer upgrading closely resemble the “golden window” China experienced about a decade ago, providing fertile ground for differentiated Chinese brands to scale internationally.

Southeast Asia is also home to one of the world’s largest concentrations of mobile device and social media users, with internet penetration in most major markets approaching or exceeding 80%. This combination of demographic momentum and widespread connectivity has significantly expanded the reach and depth of digital marketing across the region, driving robust growth in multiple formats, including MCNs. E-commerce platforms such as Shopee, Lazada, and TikTok play a critical role in this ecosystem. Notably, TikTok’s strong user engagement and rapid expansion have made it an increasingly important channel for Chinese brands seeking to build awareness and promote products to local consumers.

The local digital advertising agency ecosystem remains highly fragmented, with most players being small-to medium-sized enterprises and overall market concentration still low. As China’s domestic market matures and competitive intensity rises, a growing number of Chinese MCNs are accelerating their overseas expansion, with Southeast Asia as a key destination. Flagship players including Jiao Ge Peng You, VS MEDIA, and Three Sheep Network are leveraging proven operating models and executing deliberate internationalization strategies to capture this growth.

However, Southeast Asia is far from monolithic. Significant cultural, linguistic, and regulatory differences across markets require highly localized content, products, and compliance frameworks. Success in this region depends on deep local market knowledge and the ability to tailor creative design, marketing execution, and customer service to local consumer preferences. Regional specialist MCNs — such as Red Wisdom, GIM Media, MeLive Network, Big Host Agency, and Pongo — have established strong competitive positions by combining deep audience insights with the ability to deliver precision campaigns that resonate with local audiences.

OUR CORPORATE STRUCTURE AND HISTORY

The following diagram illustrates the ownership structure of the Company after giving effect to this offering:

____________

1)       Mr. Chen Qiu, our Controlling Shareholder, beneficially owns 14,140,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares, representing as of the date of this Prospectus, approximately 76.56% of our total issued and outstanding shares, consisting of approximately 56.56% of our total issued and outstanding Class A Ordinary Shares, and 100% of our total issued and outstanding Class B Ordinary Shares, and representing, in aggregate, 97.82% of the total voting power. After giving effect to this offering, Mr. Chen Qiu will own 14,140,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares, representing approximately 65.44% of our total issued and outstanding shares, consisting of approximately 58.31% of our total issued and outstanding Class A Ordinary Shares, and 100% of our total issued and outstanding Class B Ordinary Shares, and representing, in aggregate, 96.32% of the total voting power, assuming the underwriters do not exercise their over-allotment option.

2)       Assumes an offering of 4,250,000 Class A Ordinary Shares and assumes no exercise by the underwriters of their over-allotment option.

The above charge assumes an offering of 4,250,000 Class A Ordinary Shares and assumes no exercise by the underwriters of their over-allotment option.

Red Wisdom Creation Limited, the issuer in this Offering, was incorporated in the Cayman Islands on February 12, 2025 as an exempted company. The Group first began operations in 2019 through its primary operating subsidiary, Red Wisdom HK.

Our Controlling Shareholder will own 65.44% of our issued and outstanding share capital, and approximately 96.32% aggregate voting power of our Company immediately following the completion of this Offering, assuming that the underwriters do not exercise their over-allotment option.

Reorganization

Prior to the incorporation of the Company, our principal operations were carried out through Red Wisdom HK. Red Wisdom HK was wholly controlled by 6 original individual shareholders, being Chen Qiu, Zeng Ruming, Wang Wentong, Hu Jusheng, Fan Jianping and Li Mengting.

On February 12, 2025, Red Wisdom was incorporated under the laws of the Cayman Islands, and controlled by the above 6 original individual shareholders upon the completion its share issuance.

On February 27, 2025, Red Wisdom (BVI) was incorporated under the laws of the BVI by Red Wisdom as a wholly owned subsidiary of Red Wisdom.

On April 15, 2025, as part of the reorganization in contemplation of this Offering, Red Wisdom (BVI) acquired 100% interest in Red Wisdom HK from the 6 original individual shareholders. As of the date of this prospectus, Red Wisdom HK, our Hong Kong operating subsidiary, are wholly-owned, directly by the Company.

BUSINESS

OVERVIEW

We are an online multi-channel network (MCN) marketing solution provider based in Hong Kong SAR, specializing in providing influencer marketing and multi-platform media marketing, with a main target audience of users from the youth market. We are dedicated to helping our clients in implementing and enhancing their online marketing activities with a view to achieving their marketing goals.

MCN (Multi-Channel Network) is an intermediary platform that connects brands with content creators, providing content production, monetization, and distribution services under revenue-sharing agreements. Its core value lies in reducing transaction costs between brands and creators while optimizing content marketing efficiency. We advise clients on online marketing strategies, offer advertising optimization services and facilitate the deployment of advertising campaigns. Our advertising campaigns can include various forms of content creation for social media and targeted marketing, such as short videos, live broadcasts, scenario-based content implantation, social media posts, search ads, in-feed ads, and banner ads.

Relying on our well-established network of media resources and our management’s industry experience in connecting with youth culture, we have grown rapidly from a start-up digital marketing agency founded in 2019 to a MCN marketing solution provider. According to the Flash-Stone Report, the market size of the Asia MCN market has grown to $10.6 billion in 2024, and forecasted to grow to $22.4 billion by 2029, accounting for approximately 55.6% of the global MCN market. Hong Kong, serving as a critical bridge connecting Mainland China and Southeast Asia, leverages its distinctive position as a cross-border hub to attract substantial digital e-commerce activities. Concurrently, the establishment of operations by some leading Mainland China-based MCN institutions has catalysed the market’s expansion. Consequently, Hong Kong’s MCN market size accelerated rapidly from USD 162 million in 2019 to USD 637 million in 2024. This trajectory is expected to persist, with the market projected to sustain rapid growth momentum and reach USD 1,025 million by 2029.

We support clients by formulating their online advertising strategies, optimizing their social media presence, and running their ads on suitable advertising channels, with a main target audience of users from the youth market. We have built a broad and diverse client base across various industries. We believe our ability to attract and retain these clients reflects our high level of efficacy, which is essential to our business growth.

We offer two types of advertising services: (i) online influencer marketing, and (ii) online precision marketing services. Our online influencer marketing services consist consolidating a network of online influencers through our various suppliers consisting of influencer agencies, that can generate targeted content based on our directions on brand marketing for deployment on social media and short-video platforms. We provide a comprehensive service to clients, ranging from influencer screening to delivery optimization. Our online precision marketing services consist of data driven online brand marketing through the implementation of search ad placements, in-feed ad placements search ads, and/or banner ad placements across dominant online platforms such as Google, TikTok, and YouTube.

OUR COMPETITIVE STRENGTHS

We believe our success is attributed to, among other things, the following competitive strengths:

We work with a wide breadth of online influencer marketing suppliers, ensuring wide coverage to meet client’s demands.

We are able to meet the diverse needs of different clients through our experience of working with a wide breadth of online influencer marketing suppliers, consisting of influencer agencies. During the two years ended March 31, 2024 and 2025, we have worked with, in aggregate, over 9 influencer agencies, allowing us to work with a wide variety of influencers that can cater to and cover a wide range of client’s demands, enabling the clients to reach their target audience and achieve social media presence. Typically these target audiences include users from the youth market. Our engagement with influencer agencies is on a project-by-project basis, with agreements tailored to the specific scope, duration, and objectives of each marketing campaign. Our repeated collaborations have established ongoing commercial relationships with the influencer agencies that enable reliable access to their influencer networks.

We have experience working with online influencers at various levels of popularity, from micro-influencers to online celebrities. This experience allows us to provide clients with diversified choice ranging from small-scale promotions to large-scale marketing drives depending on their business needs. The effectiveness demonstrated by social media marketing has fueled demand for our online influencer marketing services.

For the year ended March 31, 2024 and 2025, revenue for online influencer marketing services constituted 49.3% and 72.3% of our revenue for the year, respectively. For the six months ended September 30, 2025 and 2024, revenue for online influencer marketing services constituted 70.1% and 50.6% of our revenue, respectively.

To manage the various influencers engaged for our projects, and to ensure quality of disseminated content, we operate a project management system with influencer agencies and their influencers, where our team communicates instructions relating to brand strategy throughout the service process. Online influencers provided by our suppliers also undergo our vigorous assessment process before being allowed to join our affiliated network. In addition, we provide content creation support to the network of online influencers provided by our suppliers, to ensure marketing content disseminated is engaging and appropriate for the client brand.

Capability of offering multi-channel online marketing solutions

Our online influencer marketing services is a component of our MCN marketing solutions. We offer online precision marketing services to clients, where we can place ads through multiple channels at the optimal formats for our clients, such as search ads on search engines, short video ads on video sharing platforms, and banner ads on popular websites. Our coverage capabilities span from global mainstream social media platforms, such as TikTok, Instagram, Facebook, Bing, Google or YouTube, to emerging social and content platforms. We have established a stable commercial relationship with such major social media and e-commerce platforms, that can provide clients with significant audience exposure and quality promotional services. We actively expand to new channels and explore cooperation with emerging platforms to enrich our marketing options to our clients.

Our company is experienced in MCN marketing, particularly to users in the youth market, and with our team of professional digital marketing experts, we are able to advise clients of suitable marketing solutions based on their differing needs. We address our clients’ advertising needs by orchestrating their marketing campaigns on suitable publication channels that can also achieve synergies between the various channels, aiming for maximum advertising impact within the parameters of clients’ marketing budget. Armed with our industry insights, we enable our clients’ brand message to be effectively disseminated in multi-channel distributions in order to achieve an all-rounded market coverage. By offering multi-channel marketing solutions, we believe it enhances our clients’ loyalty to us and sustains our future business growth.

Capability of offering data driven market strategy services

With our team of digital marketing experts being adept in multi-channel precision marketing and connection with a broad network of online influencers, we are able to provide clients with a one-stop marketing analysis and solution services that has a global reach. The market strategy services we offer ranges from market research, brand positioning, target audience analysis, competitor analysis, to marketing strategy formulation, creative planning and effect evaluation. We are attentive to industry dynamics and emerging trends through the use of data analysis, and integrate marketing strategies such as “emotional marketing” into our content creation and services. “Emotional marketing” uses emotion to influence consumer behavior and build lasting connections between brands and consumers. It appeals to target users’ emotions through storytelling and evoking a certain emotional narrative in the brand messaging. We help clients strategize their marketing approach through creation of their brand’s emotive messaging, design of emotional narrative in their media content, locating the appropriate content creators and/or online influencers, and analysis of the market, media channels, and target audience’s sentiments to enable targeted marketing. We facilitate cross-channel precision integrated marketing that is based on client brand’s characteristics and the advantages of different media channels to ultimately accomplish synergy on a multi-channel front.

Our ability to continuously generate creative content that attracts audience attention with precision is data driven and strategic. We run detailed analysis on viral or popular online media content to extrapolate traits and trends, with a view to increase our rate of generating viral content and heighten traffic flow to client brand content. Examples of features that can increase online traffic to content include strategic headlines, strategic content tagging, innovative storytelling, incorporating trending topics, use of trending slang, cooperation with famous intellectual proprietors, and formulating a product nickname.

We are able to meet the diverse needs of different clients through working with our online influencer marketing suppliers, which consists of influencer agencies. We are able to utilize our quality talent pool of inhouse content creators for animation works, post-production editing, webpage design, and advertising design that is highly compatible with the client brand’s strategy and can engage the target audience. In addition, we are able to help clients navigate the ever evolving marketing landscape and capture the attention of online audiences, by our data driven marketing strategy services that is bolstered by our team’s profound industry insights and ability to continuously generate creative content.

OUR STRATEGIES AND FUTURE PLAN

Strengthen our online influencer marketing services

In light of the increasing time consumers spend on social media platforms, especially in the fields of shopping and entertainment, we intend to strengthen and expand our capabilities in online entertainer marketing services to reach a global audience and broaden our customer base.

We recognize a boom in social media marketing, where there are a surging number of consumers having their shopping habits influenced by social media posts and live broadcasting rooms. Social media platforms such as TikTok, Instagram, YouTube, and Facebook are popular among users, with advertisers using these platforms for band promotions and product marketing to attract the younger generation of consumers. For MCN companies like us, developing a global positioning in the online influencer market is a natural next step. Based on our existing business foundation, we pursue an expansion of our customer base in different industries such as fashion, beauty, food, tourism and others, on both a domestic and international level, to improve our company’s visibility in the digital marketing industry. To facilitate strategizing our approach, we seek to conduct thorough research on the latest MCN market, competitive landscape, customer demand characteristics and pop culture trends of different countries and regions, by recruiting marketing talent that are familiar with the local market.

We intend to invest in the online influencer market by enhancing our strategic alliances with influencer agencies and agencies to gain access to a larger and more international pool of influencer resources, which will enable us to further unlock high-quality consumer groups in the global market. Our company also plans to deepen cooperation with global social media platforms such as TikTok, Instagram, Facebook, Bing, Google, and YouTube, by actively participating in such platform’s various partnership plans and marketing promotion activities, striving for more advantageous policies in respect of traffic support, resource support and advertising subsidies etc. This can lead to our company being able to provide clients and affiliated content creators with better promotional resources and service guarantees. We also intend to enhance cooperation in data mining and analysis with such platforms, to be able to fully utilize the big data resources available on the platforms and provide clients with heightened accuracy in the areas of target audience profiles and marketing effect evaluation, which would in turn improve marketing strategies and marketing impact.

Moreover, we plan to satisfy the diverse needs of clients by strengthening our cooperation with online influencer agencies, forming partnerships with more online influencer agencies with quality content creators, to boost the number and quality of online influencers we work with, and cover more content areas and stylistic types. We would explore forming an online influencer partnership coalition with overseas online influencer agencies and overseas MCN organizations, with the goal of providing clients with a stronger online influencer lineup and creative content support, as well as improving our company’s market position in online influencer marketing services industry.

By strengthening our capabilities in online influencer marketing services, we can enhance our company’s competitiveness and influence in the realm of international digital marketing. By developing and integrating resource channels on a global scale, we can build our company into a leading provider for MCN marketing services and solutions in Asia. As at the date of this Prospectus, we have no plans to diversify our business into the Chinese market.

Continuing to recruit and maintain talent

We have built a talented team with rich working experience and specialized knowledge in the realm of MCN marketing. As we expand the scale of our business, our demand for high-caliber candidates to join our team will continue to grow. To support our business growth, we will increase our recruitment efforts by offering market competitive employment packages and career development prospectus to attract talent with an international perspective, effective communication skills, cultural awareness, and strong digital marketing skills. We intend to introduce more marketing planning positions at different career levels, in order to strength our marketing planning capabilities and build up our production capacity in quality media content.

REGULATIONS

This section summarizes the principal Hong Kong laws, regulations, and rules relevant to our business and operations in Hong Kong. The summary does not purport to be a complete description of all laws and regulations applicable to our business and operations. Investors should note that the following summary is based on relevant laws and regulations in effect as of the date of this prospectus, which may be subject to change.

Laws and regulations in Hong Kong

Regulations related to business registration